Terms & Conditions

Version 7.0 – Effective Date: 1st February 2026

PLEASE READ THIS AGREEMENT IN ITS ENTIRETY. This Master Subscription Agreement ("Agreement") constitutes a legally binding contract between Exordium Technologies Limited ("the Company", "we", "us", or "our"), the proprietary owner and operator of the SmartBaise platform, and the legal entity or individual ("Customer", "you", or "your") identified in the applicable Order Form or account registration page.

By creating an account, accessing the SmartBaise platform, or utilizing any integrated data modules, you acknowledge that you have read, understood, and agree to be bound by every provision of this Agreement. You represent and warrant that you have the legal authority to bind your organization to these terms.

TABLE OF CONTENTS

1. A. INTRODUCTION AND CORPORATE IDENTITY
2. B. SUBSCRIPTION TERM, COOLING-OFF, AND CANCELLATION
3. C. PAYMENTS, TAXATION, AND LATE INTEREST
4. D. DATA PRIVACY, SECURITY, AND THE "VAULT" PROTOCOL
5. E. DATA REFINERY: AGGREGATION AND ECOSYSTEM UTILITY
6. F. HEALTH & SAFETY (H&S) PHASES 1–4: LIABILITY FIREWALL
7. G. FINANCIAL RELIABILITY SCORING AND DISCLAIMERS
8. H. ASSET MANAGEMENT AND "GOLDEN THREAD" COMPLIANCE
9. I. ARTIFICIAL INTELLIGENCE TRAINING AND GOVERNANCE
10. J. INTELLECTUAL PROPERTY AND DATABASE RIGHTS
11. K. USAGE RULES AND PROHIBITION ON DATA SCRAPING
12. L. LIMITATION OF LIABILITY AND INDEMNIFICATION
13. M. TERMINATION, SUSPENSION, AND EXIT PROTOCOLS
14. N. AUTHORIZED USE AND COMPETITOR EXCLUSION
15. O. MISCELLANEOUS PROVISIONS AND GOVERNING LAW

A. INTRODUCTION AND CORPORATE IDENTITY

SmartBaise is a software-as-a-service (SaaS) product and proprietary technology platform owned and operated exclusively by Exordium Technologies Limited. This Agreement governs your use of the SmartBaise construction management software, mobile applications, and proprietary data refinery services. All rights, titles, and interests in the SmartBaise brand and technology belong solely to Exordium Technologies Limited.

B. SUBSCRIPTION TERM, COOLING-OFF, AND CANCELLATION

B.1 The 14-Day Statutory Right of Cancellation

In accordance with the Consumer Contracts Regulations 2013, Exordium grants a 14-day "cooling-off" period starting the day after account activation. During this window, you may cancel your subscription for any reason without penalty.

However, if you expressly request to begin using the Services during this 14-day window (e.g., by uploading project data or utilizing Phase 1–4 safety tools), you acknowledge and agree to pay a pro-rata charge for the services consumed up until the moment of cancellation. If you download proprietary digital content—including industry benchmarks or material cost indices—you acknowledge that your right to a full refund is waived as the digital content has been consumed.

B.2 Initial 12-Month Fixed Term

Following the expiry of the 14-day cooling-off period, you enter into a Fixed Initial Term of twelve (12) months. This is a non-cancellable commitment. You are liable for the full annual subscription fee to Exordium Technologies Limited, regardless of usage levels.

B.3 Automatic Renewal and Advance Notice

Unless terminated in accordance with this Section, the Agreement will automatically renew for successive 12-month periods on each anniversary. To prevent renewal, the Customer must provide at least thirty (30) days (one month) prior written notice of non-renewal before the expiry of the then-current term. Failure to provide timely notice results in the automatic commencement of a new 12-month fixed commitment.

C. PAYMENTS, TAXATION, AND LATE INTEREST

C.1 Billing and Invoicing

All fees are payable in advance to Exordium Technologies Limited. You authorize the Company to charge your selected payment method for any paid Transactions, including all applicable VAT. You agree to receive all invoices in an electronic format.

C.2 Late Payment Penalties

Any undisputed amount not paid by the due date shall bear interest at a rate of 8% per annum above the Bank of England base rate, compounded monthly, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. Exordium reserves the right to suspend your access to all Services if any payment remains outstanding for more than fifteen (15) days.

D. DATA PRIVACY, SECURITY, AND THE "VAULT" PROTOCOL

D.1 Secure Data Vaulting: All raw files, drawings, and identifiable business data ("Raw Customer Data") are stored within a secure, encrypted "Vault" environment using AES-256 encryption. Exordium warrants that your Raw Customer Data is never released to third parties or unauthorized subsidiary units in an identifiable format.

D.2 Privacy by Design: In accordance with the UK GDPR and the Data Protection Act 2018, Exordium employs "Privacy by Design" principles. Access to identifiable data within our technical teams is restricted via Role-Based Access Controls (RBAC).

E. DATA REFINERY: AGGREGATION AND ECOSYSTEM UTILITY

E.1 The Refinery Process: Exordium operates a "Refinery" where specific data points are extracted from the Vault and permanently decoupled from your identity. These snapshots are aggregated with thousands of others to create "Derived Data," such as industry price books and statistical reliability models.

E.2 Subsidiary and Partner Usage: Exordium and its authorized affiliated entities may utilize Aggregated and Derived Data for the purpose of enhancing industry transparency. You acknowledge that these entities only receive de-identified, statistical outputs; they are never granted access to your Raw Customer Data or Identifiable Vault information.

F. HEALTH & SAFETY (H&S) PHASES 1–4: LIABILITY FIREWALL

EXORDIUM IS A SOFTWARE SERVICE PROVIDER AND NOT A QUALIFIED HEALTH AND SAFETY CONSULTANCY. READ THIS SECTION CAREFULLY.

F.1 Phase 1–4 Digital Workflow Support

SmartBaise provides digital tools to facilitate the creation of Health and Safety documentation across project Phase 1 (Design), Phase 2 (Pre-construction), Phase 3 (Construction), and Phase 4 (Handover and Maintenance). These tools are provided as a drafting aid for the convenience of the Customer only.

F.2 Mandatory Compliance and Document Preparation

The preparation, verification, and statutory validation of all mandatory H&S documentation required by law is the sole and exclusive responsibility of the Customer. The Customer must ensure that all documentation is accurate, comprehensive, and fully compliant with all applicable UK laws prior to site submission or implementation.

F.3 Statutory Duty Holders

Under the Construction (Design and Management) Regulations 2015 (CDM 2015), all legal duties to manage health and safety risks remain with the appointed Client, Principal Designer, and Principal Contractor. Exordium does not audit, verify, or validate the content of safety data for legal sufficiency.

F.4 Zero Liability for Safety Incidents

Exordium Technologies Limited holds zero liability for any injury, death, property damage, or regulatory fine arising from errors, omissions, or the non-compliant preparation of H&S documentation managed through the application.

G. FINANCIAL RELIABILITY SCORING AND DISCLAIMERS

Any "Reliability Score" or "Risk Rating" provided to a third-party bank or insurer is a Statement of Opinion and not a Statement of Fact. These ratings are based on historical performance algorithms and do not constitute a recommendation to lend, underwrite, or provide credit. Exordium is not a financial advisor or a regulated credit rating agency.

H. ASSET MANAGEMENT AND "GOLDEN THREAD" COMPLIANCE

Exordium provides the digital infrastructure to facilitate the "Golden Thread" of information required for Higher-Risk Buildings (HRBs). However, the statutory duty to maintain an accurate, secure, and accessible record remains at all times with the Accountable Person or Principal Contractor as defined by the Building Safety Act 2022.

I. ARTIFICIAL INTELLIGENCE TRAINING AND GOVERNANCE

You grant Exordium the right to use de-identified Customer Data to train, test, and refine machine learning models. Under the Data (Use and Access) Act 2025, you may opt-out of AI training via your account settings; however, all AI-generated outputs must be reviewed and approved by a licensed human professional before implementation.

J. INTELLECTUAL PROPERTY AND DATABASE RIGHTS

Exordium Technologies Limited owns all intellectual property rights in the SmartBaise platform. You acknowledge that Exordium has made a "Substantial Investment" in the collection, verification, and presentation of the data within its indices and owns all Sui Generis Database Rights globally under the Copyright and Rights in Databases Regulations 1997.

K. USAGE RULES AND PROHIBITION ON DATA SCRAPING

You may not manipulate project ratings, pricing benchmarks, or reliability scores via any automated means, including bots, scripts, or spiders. Systematic "scraping" of the SmartBaise platform to extract pricing data for a competing service is strictly prohibited and will be prosecuted by Exordium to the fullest extent of the law.

L. LIMITATION OF LIABILITY AND INDEMNIFICATION

L.1 The Liability Cap: To the maximum extent permitted by law, Exordium’s total aggregate liability for any and all claims is strictly limited to 100% of the total fees paid by you in the 12 months preceding the claim.

L.2 Exclusion of Consequential Loss: Exordium shall not be liable for any indirect, incidental, or consequential damages, including loss of profit, loss of business, or project delays.

M. TERMINATION, SUSPENSION, AND EXIT PROTOCOLS

Exordium may terminate this Agreement immediately without notice if you fail to comply with any provision. Upon termination, you have a 30-day window to export your Customer Data. After 30 days, Exordium will carry out the permanent deletion of your Vault data, except for de-identified data already integrated into our aggregated indices.

N. AUTHORIZED USE AND COMPETITOR EXCLUSION

N.1 Eligibility: The Services are licensed exclusively for internal business use by construction firms and contractors.

N.2 Competitor Prohibition: Access to the Services by any entity that develops or markets a competing construction SaaS product or digital H&S platform ("Competitor") is strictly prohibited.

N.3 Fraudulent Access: Any attempt by a Competitor to gain access under the guise of a standard Customer—including use of "shell" companies or aliases—shall be deemed a fraudulent misrepresentation and a material breach.

O. MISCELLANEOUS PROVISIONS AND GOVERNING LAW

This Agreement and any disputes arising from it shall be governed by and construed in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the English courts. All payments and contractual obligations are owed directly to Exordium Technologies Limited.

Last Updated: 4th February 2026