Date: 16 September 2026 Effective for each User upon their express acceptance of this Agreement.
1. PARTIES AND SCOPE
1.1. This Agreement is between the United Kingdom limited company operating and licensing the DigiCity platform under the DigiCity trading name, referred to as the Company, we or us, and the individual or organisation accepting this Agreement, referred to as the User or you. The contracting company is the DigiCity supplier identified in the legal information accompanying the Software or the applicable Order. DigiCity is a trading name and does not designate a separate legal entity.
1.2. Software means the DigiCity desktop application, launcher, supplied modules, updates and documentation. Services means associated online services, including activation, hosting and cloud-based artificial intelligence. Digity AI means the artificial intelligence assistant available within the Software. Mention of a feature or module does not mean that it is included in every licence or plan.
1.3. User Content means drawings, BIM and CAD models, documents, project data, recordings and other material supplied by you. Output means calculations, drawings, models, reports, text, recommendations and other results generated through the Software. Order means an accepted order or enterprise agreement specifying licence scope, duration, authorised users or devices and any charges.
1.4. Business User means a person acting for business, trade or professional purposes. Consumer means an individual protected as a consumer under applicable law. The professional nature of the Software does not, by itself, remove statutory consumer status.
1.5. Support, legal notices, security reports and privacy requests may be submitted through the official DigiCity support channels identified in the Software or the Company's official website. The Company will make its legally required supplier identity and contact information available before acceptance or purchase. This Agreement does not replace those disclosures.
2. ACCEPTANCE AND AUTHORITY
2.1. You accept this Agreement by selecting an initially unticked acceptance box and clicking “I Accept”, after being given an opportunity to read and save it. Downloading alone does not constitute acceptance. If you do not accept, you must stop installation and must not use the Software, without prejudice to any purchase cancellation or refund rights.
2.2. A person accepting for an organisation must have authority to bind it. Where the licence belongs to that organisation, the organisation is the contracting User. Its representative does not personally guarantee the organisation's obligations merely by accepting this Agreement. The organisation must manage use by its authorised personnel within the licence scope.
2.3. An individual User must have legal capacity to enter into this Agreement. The Company may retain proportionate records of the accepted text, acceptance time and relevant account or authorisation details. Acceptance is not consent to optional telemetry, marketing or model training.
3. LICENCE AND PERMITTED USE
3.1. Subject to this Agreement, the Company grants you a limited, non-exclusive and generally non-transferable licence for the agreed term and authorised users and devices. The Software is licensed, not sold. The licence may be suspended or terminated only as provided in this Agreement or applicable law.
3.2. You may use licensed features for your own projects and for commercial or professional services to your clients, and may deliver permitted Outputs to clients. This does not grant clients a licence to the Software itself. Reselling the Software or offering access to it as a hosted service requires separate written permission.
3.3. Device, seat, concurrent-use, credit and API limits disclosed before installation or purchase apply. Newly introduced limits cannot be applied retrospectively. Unless the Order states otherwise, a licence covers one user and one active device. A reasonable activation transfer method will be provided when that device is replaced.
3.4. You may make reasonable backup copies. Access by employees and authorised contractors must remain within the licensed user allowance. This Agreement does not prevent transfer of your own User Content or Outputs that you are legally entitled to share.
4. FREE ACCESS, PAID PLANS AND CANCELLATION
4.1. Unless you separately accept a paid Order, the licence is supplied without a licence fee. Free access does not automatically become a paid subscription, and no retrospective licence charges apply. Charges under separate contracts you enter into directly with third-party providers remain your responsibility.
4.2. For a paid plan, the total price, taxes, currency, billing period, usage limits, additional charges, renewal conditions and cancellation process must be disclosed before payment. Additional charges and automatic renewal require express agreement. Cancellation must be readily accessible, and legally required reminders will be provided.
4.3. You may cancel a subscription through the available account cancellation function or the Company's official support channel. The Company will confirm cancellation. Ordinary cancellation takes effect at the end of the paid period. Uninstalling the Software does not itself cancel a subscription. Statutory withdrawal, defect, termination and refund rights remain unaffected.
4.4. The price for an existing fixed paid period will not be increased unilaterally. A renewal price change will be notified at least 30 days in advance, allowing you to decline renewal. Discontinuation of free access is governed by Section 16.
4.5. Where Consumers purchase digital content or services, applicable withdrawal periods and exceptions must be explained before purchase. Where the United Kingdom distance-contract rules apply, the cancellation period is generally 14 days from contract formation. Loss of the withdrawal right because digital content is supplied during that period requires the legally required separate express consent to early supply, acknowledgement of the loss of that right and confirmation in a durable medium. Early performance, payment and withdrawal rules for continuing services are assessed separately. Acceptance of this Agreement alone does not waive a withdrawal right.
5. RESTRICTIONS ON USE
5.1. You must not distribute, rent or sublicense the Software without permission; bypass activation or access controls; access systems or data without authority; introduce malicious code; deliberately overload Services; or unlawfully obtain another person's information or trade secrets.
5.2. Reverse engineering, decompilation and disassembly are prohibited except to the extent permitted by mandatory law or an applicable open-source licence. Rights concerning interoperability, observation, backup and security research that cannot lawfully be excluded remain unaffected.
5.3. You must not extract protected model weights, confidential system instructions or protected databases without authorisation, circumvent access limits, or conduct bulk querying intended to reproduce such protected material. This restriction does not generally prohibit independent development using your own User Content or Outputs you may lawfully use under Section 8.
5.4. Copyright, ownership and licence notices must not be removed or obscured. Accurate, non-misleading reviews and lawful benchmark publications are not prohibited merely because they are critical of DigiCity, but must not disclose confidential information or infringe third-party rights.
5.5. You must not use the Software to infringe intellectual property, privacy or other legal rights, deceive others, distribute unlawful material, or endanger people through unverified safety-critical decisions. Section 11 sets out additional cybersecurity obligations and protective measures.
6. ACCOUNTS, ACTIVATION AND UPDATES
6.1. Online activation, periodic verification, internet-dependent functions and any offline restrictions will be explained before installation or purchase. Personal data required for verification will be described in the Privacy Notice.
6.2. You must take reasonable steps to protect credentials and promptly report suspected compromise. Use of an account or device does not, by itself, establish that its owner caused an incident or is liable for every resulting loss.
6.3. The Company may provide updates and will communicate necessary security updates and material compatibility effects. Core functionality will not be materially reduced during a paid period without a justified reason. If a necessary change substantially reduces the service's value and no reasonable equivalent is provided, you may terminate the affected service and receive a proportionate refund of unused prepaid fees.
6.4. Remote licence controls do not authorise deletion, encryption or appropriation of your project files. Suspension and data delivery are governed by Sections 11 and 16.
7. ENGINEERING, ARTIFICIAL INTELLIGENCE AND CRITICAL DECISIONS
7.1. CAD, BIM, structural analysis, mechanical, electrical and plumbing design, cost estimation, financial analysis, project management and Digity AI are decision-support tools. They do not replace qualified professional approval, independent verification, regulatory review, site inspection or regulated investment advice.
7.2. You must check units, coordinates, material properties, loads, boundary conditions, assumptions, applicable technical standards and local requirements. Results used for construction or other safety-related work must be verified by an appropriately qualified and authorised engineer, architect or other relevant professional. This obligation does not automatically release the Company from liability for its own breach or fault.
7.3. AI Outputs may be inaccurate, incomplete, outdated or similar to Outputs supplied to other users. Regulatory compliance, project costs, completion dates, investment returns and project success are not guaranteed. An AI response cannot bind the Company to a price, contractual amendment or other commitment.
7.4. Where features can modify files, transmit information, place orders or act in external systems, they must operate within your expressly defined permissions. High-impact or difficult-to-reverse actions require additional approval. Accepting this Agreement does not grant unlimited authority to act on your behalf.
7.5. Beta and experimental features will be identified before use. You should evaluate them in controlled environments with appropriate backups. Such labels do not remove mandatory rights or express commitments.
8. INTELLECTUAL PROPERTY AND OUTPUTS
8.1. Rights in the Software belong to the Company or its licensors. Existing rights in User Content remain with you or the relevant rights holder.
8.2. To the extent the Company acquires transferable rights in your Outputs, it assigns those rights to you as they arise. To the extent assignment is not legally possible, it grants you a perpetual, worldwide licence, paid for through the applicable Software licence, to use and modify those Outputs commercially. This does not transfer Software code, pre-existing Company materials or third-party assets.
8.3. The Company does not guarantee that every Output qualifies for copyright protection, is unique or is free from third-party rights. Restrictions on separately licensed assets must be disclosed before use. You are responsible for having the rights needed to submit your inputs and use Outputs for your intended purpose.
8.4. You authorise the Company to process User Content only to the extent and for the period necessary to provide, secure and support the requested Services. This authorisation does not permit advertising use, resale of User Content or general model training.
8.5. The Company may use voluntary product suggestions without payment, excluding confidential project information and personal data. Providing feedback does not waive confidentiality or ownership rights in such information.
9. OPEN-SOURCE COMPONENTS AND THIRD-PARTY SERVICES
9.1. Components identified in the Third-Party Notices are governed by their own licences. In a conflict, the relevant component licence prevails for that component. This Agreement does not reduce rights to use, modify or distribute components under those licences. Required attribution, licence text and source-code obligations must be fulfilled.
9.2. Terms for external models, cloud services, data feeds and plugins must be available before activation. An independent provider with whom you contract directly is distinct from a provider engaged by the Company to deliver its own Services. Outsourcing does not automatically relieve the Company of its contractual or statutory obligations.
9.3. If you use your own API key, you are responsible for managing your provider account permissions and the provider charges you have accepted. The Company will use the key only for authorised operations and apply reasonable security measures. Undisclosed overage or third-party charges may not be imposed by the Company.
10. PRIVACY, PERSONAL DATA AND MODEL TRAINING
10.1. Personal data will be processed in accordance with applicable UK GDPR requirements, the Data Protection Act 2018 as amended and other mandatory data protection laws. Before relevant processing, the Company will make a Privacy Notice available explaining purposes, legal bases, data categories, recipients, retention, international transfer safeguards and individual rights. Reading that notice or accepting this Agreement does not constitute blanket consent.
10.2. The Company generally acts as controller for its account administration, billing and security activities. Where it processes personal data in business project content on a customer's instructions as processor, a separate data processing agreement must apply before that processing begins. Roles depend on the actual processing activities.
10.3. That data processing agreement must address subject matter, duration, data and individual categories, instructions, confidentiality, security, subprocessors, breach notification, assistance with rights, audits, transfers and return or deletion. This Agreement does not itself replace that agreement.
10.4. Installing the Software does not authorise bulk upload of local files. Project information sent for cloud processing and the relevant provider category must be explained before the feature is enabled. Microphone access, recording and transcription require appropriate user actions and permissions. You must inform other participants and obtain any necessary permissions.
10.5. Essential activation and security records are separate from optional analytics and telemetry. Optional telemetry is off by default and requires a separate choice. Any consent legally required to access or store information on a device must also be obtained. Declining optional processing will not disable unrelated core functions.
10.6. User Content, prompts, recordings and Outputs will not be used by default to train the Company's or its providers' general-purpose models. Participation in any training programme requires a separate, informed and voluntary opt-in and the necessary data protection basis. Refusal does not affect basic service access. Participation may be withdrawn, stopping future training use and preserving applicable rights concerning previously processed information. The Company does not promise that every influence on an already trained model can technically be reversed.
10.7. Removing names alone does not make information anonymous. Genuinely anonymous statistics may be used to improve the product, subject to lawful anonymisation and continuing project confidentiality. Information must not be treated as anonymous while a material re-identification risk remains.
10.8. International transfers of personal data require applicable adequacy arrangements or appropriate contractual and technical safeguards. Acceptance of this Agreement is not, by itself, a transfer safeguard.
10.9. Subject to applicable conditions, individuals may exercise rights of access, correction, deletion, restriction, objection, portability and withdrawal of consent. Data protection complaints will be acknowledged within 30 days and investigated and concluded without undue delay, with appropriate progress information. Rights to complain to the Information Commissioner's Office or another competent authority remain unaffected.
11. CONFIDENTIALITY, CYBERSECURITY AND PROTECTIVE ACTION
11.1. Each party must protect non-public project, commercial and technical information received from the other. It may use that information only to perform this Agreement and disclose it only to authorised persons who need it and are subject to appropriate confidentiality obligations.
11.2. Confidentiality does not cover information lawfully public, independently developed, already lawfully known or lawfully received from an authorised third party. Legally required disclosure must be limited to what is necessary, with notice to the other party where permitted. Trade secrets remain protected while they qualify as such; other confidential information remains protected for five years after termination. Statutory personal data protections apply independently.
11.3. The Company will apply technical and organisational safeguards proportionate to the risks. No system is guaranteed to be completely secure. The Company will investigate relevant incidents, mitigate harm and make legally required notifications. When acting as processor, it will notify the customer of a personal data breach without undue delay.
11.4. Harmful activity is prohibited. This includes malware, ransomware, credential theft, impersonation, unauthorised privilege escalation, exploitation of vulnerabilities, denial-of-service attacks, intentional service overload, unauthorised data extraction, malicious manipulation of AI instructions to bypass security or access another person's data, and tampering with activation, monitoring or protective controls. Attempting, assisting or knowingly enabling such conduct is also prohibited.
11.5. If the Company detects harmful activity, or has reasonable grounds supported by available evidence to suspect an ongoing or imminent threat associated with an account, device, integration or network connection, it will take protective measures appropriate to the nature and severity of the risk. These may include blocking malicious requests or uploads, rate limiting, isolating suspicious sessions, restricting affected features, invalidating tokens, requiring credential resets or additional authentication, blocking relevant network traffic, and temporarily suspending account or licence access. Confirmed serious or repeated misconduct may result in termination under Section 16.
11.6. Protective action may be immediate and without prior notice where delay could expose systems, users or data to harm, compromise an investigation or breach a legal requirement. Otherwise, reasonable notice will be given. Measures must be necessary and proportionate to the risk and must not be used as arbitrary punishment. The Company will explain the restriction and provide a review route as soon as reasonably possible, unless disclosure is legally prohibited or would materially undermine security. Details that would facilitate further attacks may be withheld.
11.7. The Company may lawfully collect and preserve relevant access logs, timestamps, IP addresses, request records and technical indicators to investigate incidents, protect Services and establish or defend legal claims. Monitoring must be proportionate and limited to the Company's systems and authorised Software interactions. This Agreement does not authorise unrestricted inspection of unrelated personal files or surveillance of activity outside the Services. An IP address, device identifier or automated alert alone is not conclusive evidence of the identity or fault of an attacker.
11.8. Where legally justified, the Company may report suspected unlawful conduct and share necessary evidence with law enforcement, courts, regulators and relevant security service providers. It may seek injunctions, damages and other lawful remedies for proven misconduct. Recoverable losses and costs must be supported by evidence and subject to applicable law; this Agreement imposes no automatic fine merely because an alert or suspicion arises.
11.9. Protective action does not authorise retaliation against external systems, unauthorised access to a User's device, or destruction or encryption of legitimate project files. Suspected malicious material may be blocked or quarantined within Company-controlled systems; necessary evidence may be retained lawfully. Access to legitimate project data will be managed under Section 16.
11.10. You must promptly report suspected compromise, stop known harmful activity under your control and reasonably cooperate with proportionate incident-response requests. You may ask for a restriction to be reviewed through official support. The Company will review relevant information within a reasonable time and restore affected access when the risk has been resolved and continued restriction is no longer justified. Reports made in good faith are not themselves misconduct. Security testing outside rights protected by law requires prior written authorisation defining its scope.
12. RETENTION AND BACKUPS
12.1. You should maintain independent backups of critical projects. This does not remove any backup obligations expressly assumed by the Company. Responsibility for data loss depends on fault, causation, agreed duties and Section 14.
12.2. Cloud retention periods, backup deletion cycles and export options will be explained in the Privacy Notice, Order or data processing agreement. Undisclosed indefinite retention is not permitted. Section 16 governs termination and data delivery.
13. SERVICE STANDARD AND WARRANTIES
13.1. The Company will provide Services with reasonable care and skill and comply with agreed material functionality and express commitments. Continuous availability, particular calculation results and compatibility with every third-party format are not guaranteed unless expressly agreed.
13.2. For Business Users, free and experimental features are supplied as available to the extent permitted by law and subject to express commitments. This is not a blanket exclusion of responsibility for fault, misleading statements or non-excludable obligations.
13.3. Consumers retain applicable statutory rights concerning quality, description, fitness for purpose, reasonable care, repair or replacement, price reduction, refunds and damage to devices or other digital content. No warranty disclaimer in this Agreement removes those rights.
14. LIABILITY
14.1. Nothing excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot lawfully be excluded or limited. Regulatory powers and individuals' statutory data protection rights are unaffected.
14.2. For Business Users only, subject to Section 14.1, the Company's aggregate liability arising out of this Agreement, whether in contract, tort or otherwise, is limited to the greater of GBP 1,000 and the fees paid or payable for the affected Software or Services during the 12 months preceding the event giving rise to the first relevant claim. Claims arising from the same or connected events form one series. For claims arising from the Company's breach of confidentiality or data protection obligations, that cap is doubled. The doubled cap replaces rather than adds to the ordinary cap for those claims.
14.3. For Business Users, subject to Section 14.1, indirect or consequential losses and loss of profit, revenue or business opportunity are excluded. Reasonable direct data restoration costs caused by the Company's breach are not excluded merely because they concern data loss, but remain subject to the applicable cap. These provisions apply only to the extent valid and reasonable under applicable law.
14.4. Sections 14.2 and 14.3 do not apply to Consumers. The Company is responsible under applicable law for reasonably foreseeable loss caused by its breach or failure to exercise required care. No contractual monetary cap is imposed on a Consumer's statutory remedies.
14.5. Incorrect inputs or a failure to verify results are relevant only to the extent they contributed to the loss and applicable law permits. Use of the Software in engineering or financial decisions does not automatically excuse the Company's own fault.
15. THIRD-PARTY CLAIMS
15.1. A Business User must reimburse the Company for reasonable, documented direct losses and defence costs arising from third-party claims caused by that User's unlawful Content or culpable material breach, where established by final judgment or a settlement approved by the User. Loss attributable to the fault of the Company or its providers is excluded.
15.2. The Company must promptly notify the User, mitigate losses and reasonably cooperate in the defence. It must not admit liability or agree obligations on the User's behalf without written consent. Consumers have no special indemnity obligation under this section; applicable statutory liability rules remain in force.
16. SUSPENSION, TERMINATION AND DATA DELIVERY
16.1. For a remediable material breach, the Company will notify you and allow at least 14 days to remedy it before termination. Immediate proportionate suspension is permitted for imminent security threats, suspected fraud supported by reasonable grounds, legal requirements or ongoing serious unlawful conduct. Confirmed serious misconduct or an irremediable material breach may justify immediate termination. Where lawful, reasons and a review channel will be provided. Security measures are further governed by Section 11.
16.2. The Company may discontinue free Services for commercial reasons on at least 30 days' notice. If it ends a paid fixed-term service early for commercial convenience, it must give at least 30 days' notice and refund unused prepaid fees proportionately. Stronger statutory or agreed rights remain unaffected.
16.3. You may terminate this Agreement by notice at any time. If the Company fails to remedy a material breach within 14 days after reasonable notice, you may terminate the affected service and claim a refund of unused prepaid fees. Statutory rights to immediate termination remain unaffected.
16.4. Termination does not remove your rights in User Content or lawfully acquired Outputs. Unless prevented by law or a genuine security restriction, the Company will provide at least 30 days after termination to export existing cloud project data in documented formats or obtain it through support. A security suspension does not automatically justify withholding legitimate data; a safe alternative delivery method will be considered.
16.5. Local project files will not be deleted remotely. Full Software functionality does not continue after termination, but safe limited access or support assistance will be provided to export local projects. Once this is completed, you must uninstall the Software and remove copies governed by the terminated licence. You may retain your own projects and Outputs.
16.6. After the export period, cloud data will be returned or deleted according to the disclosed deletion schedule. Information retained to meet legal obligations will not be used for unrelated purposes. Rights under a data processing agreement remain unaffected. Intellectual property, confidentiality, accrued payment obligations, liability and dispute provisions survive to the extent required by their nature.
17. CHANGES TO THIS AGREEMENT
17.1. Changes may be made for justified legal, security, technical or service-development reasons. Material changes will normally be communicated at least 30 days in advance in a form you can retain. Necessary urgent changes will be explained, with their effective date, as soon as reasonably possible.
17.2. Continued use alone does not constitute acceptance of new charges, model-training permission or other material new obligations. Required express acceptance must be obtained. An existing fixed paid period cannot be retrospectively changed to your disadvantage. If a mandatory change prevents continued provision on the agreed basis, you may terminate the affected service and receive a refund of unused prepaid fees.
18. GOVERNING LAW, NOTICES AND GENERAL TERMS
18.1. This Agreement is governed by the law of England and Wales. For Business Users, the courts of England and Wales have exclusive jurisdiction. For Consumers, this choice does not remove mandatory protections of their habitual residence or access to courts available under applicable law.
18.2. Complaints and notices may be submitted through official DigiCity support channels. The parties will seek a reasonable resolution, but this is not a condition for court proceedings, regulatory complaints or urgent relief and does not suspend legal time limits.
18.3. You must comply with export control and sanctions rules applicable to you and the transaction. The Company may impose access restrictions where legally required or otherwise objectively justified and consistent with this Agreement.
18.4. A party affected by events beyond its reasonable control must notify the other and reasonably mitigate the effects. Preventable security failures and routine provider problems are not automatically events beyond reasonable control. If a material interruption continues for more than 30 days, you may terminate the affected service and obtain a refund of prepaid fees for the undelivered period.
18.5. The Company may assign this Agreement as part of a merger, restructuring or business transfer without materially reducing your rights and will notify you. Your mandatory assignment rights remain unaffected. Other transfers by you require written consent, which will not be unreasonably withheld.
18.6. Mandatory law prevails. Subject to it, an applicable open-source licence governs its component, a data processing agreement governs its processing subject matter, and an expressly negotiated enterprise agreement or Order governs its specific subject matter, followed by this Agreement. A Privacy Notice cannot unilaterally expand the licence or reduce contractual confidentiality protections. These documents constitute the parties' agreement on their subject matter, without excluding rights arising from fraud or legally binding pre-contractual statements.
18.7. If a provision is unenforceable, the remaining provisions continue to the extent legally possible. Failure to enforce a right is not a waiver. This Agreement does not independently confer enforcement rights on non-parties, without affecting statutory or open-source licence rights.
18.8. Material notices from the Company will be sent to the registered account email or delivered through an in-application message you can retain. Quiet publication on a website alone is not sufficient notice of a material change.
18.9. This English text governs acceptances of this English Agreement. It does not retrospectively replace a separately accepted language text without the necessary agreement. Language arrangements do not reduce transparency requirements or mandatory consumer rights.
ACCEPTANCE
By selecting the acceptance box and clicking “I Accept”, you confirm that you have read and accept this DigiCity End User Licence and Terms of Use. If acting for an organisation, you confirm that you are authorised to bind it.