Speckle Terms & Conditions

Last updated September 2024

  1. Subject Matter and Scope

    1. Agreement. This agreement ( Agreement ), together with the data processing agreement ( DPA ), the technical specifications of the Software and Services ( Specifications ), the conditions for the acceptable use of our Software and Services ( Acceptable Use Policy ), and the Order (collectively the MSA ) agreed between AEC SYSTEMS LTD, 20-22 Wenlock Road, London, England, N1 7GU ( Speckle , we , us , or our ) and the contracting person or entity ( you or your ) together (the Parties ) as indicated in the Order, governs the provision of Software and Services to you, as set out in the Order.
    2. Definitions. Capitalized terms used in this MSA shall have the meaning ascribed to them in Section H or elsewhere in this Agreement.
    3. Contract formation. We are only obliged to provide you with the Software or the Services if we accept your Order for such Software or Services. Each Order, upon acceptance by us, shall be binding on the Parties. We can accept your Order expressly in writing, in electronic form, or by our conduct when commencing the provision of the Software and/or Services will be deemed acceptance.
    4. Out of Scope. Unless otherwise agreed, the Software and the Services always exclude:
      • the provision of any software or services that are not provided to you by us (including on-premises software provided by Third Parties and external websites), even if they interoperate with the Software or the Services or can be accessed from the Software or the Services;
      • the transmission of data or software to and from the exit of the wide area network of the data centers used by us to provide the respective Software or Service;
      • any hardware or cloud environment intended for the use of the Software or the Services that is not explicitly agreed to be provided by us.

      You are responsible for securing and maintaining an internet connection and suitable connectivity to use the Software and the Services at your own expense.

    5. Order of precedence. In the event of a conflict or inconsistency the documents prevail in the following descending order:
      1. Order;
      2. the DPA;
      3. the Acceptable Use Policy;
      4. this Agreement.

      If a document is provided in different languages, the English language version of that document prevails.

  2. Provision of Software and Services

    1. Service Standards. We use our reasonable endeavors to provide the Software and the Services in accordance with the features and functionalities set out in the Specifications. The Specifications are available under https://speckle.guide/ and will be updated from time to time in accordance with Section B.9.
    2. Availability. We will use reasonable endeavors to make the Software and the Services available to you subject to operational requirements including maintenance and security. Where availability levels are specified in the Specifications, an Order, or agreed elsewhere in writing, such provisions prevail.
    3. Software. Unless otherwise agreed, we provide you with our Software. The specific Software we provide to you is set out in the individual Order.
    4. Implementation Services. If and to the extent explicitly agreed via an Order, we will implement our Software into your IT-infrastructure ( Implementation Services ). The scope of such Implementation Services is set out in the respective Order. The Implementation Services are subject to your cooperation requirements set forth in Section C.12 and the Order.
    5. Data Storage and Cloud Services. If and to the extent explicitly agreed via an Order, we will provide you with data storage and cloud services to work on and store your projects ( Data Storage and Cloud Services ). The scope of such data storage and cloud services is set out in the respective Order.
    6. Customization. If and to the extent explicitly agreed via an Order, we will provide you with Customizations of the Software.
    7. Maintenance and Support Services. We offer maintenance and support services ( Maintenance and Support Services ), including:
      • support through our community available at https://speckle.community/ ;
      • email support;
      • direct support, e.g. via virtual meetings;
      • dedicated account executive and premium support.

      The scope of the Maintenance and Support Services available to you is set out in the respective Order, the Specifications, and/or elsewhere in writing.

  3. Use of our Software and Services

    1. Use Rights. We grant you the non-exclusive, non-transferable, non-sublicensable, time-limited, and revocable right to access and use and permit Third Parties to access and use the Software, Customizations (if any), and the Services for your internal purposes as an end-user, subject to the limitations set out in the MSA and as set out in the Order accepted by us. Where expressly permitted in the Order, you may also access and use and permit Third Parties to access and use the Software and the Services for the purpose of such Third Party receiving a service from you. In any case, Software and Services may only be accessed by Users (including Third Parties) via your Account using access credentials provided by you.
    2. Use at your request, or by a Third Party authorized by you. Unless otherwise agreed, the number of permitted Users for a Software or Service shall be on a named-User-basis. Access may be reassigned between uniquely identified individual Users over time, but not so frequently as to enable sharing by multiple Users. If expressly agreed via an Order, you have the right to use the Software and the Services as an enterprise without such named-User-based restrictions.
    3. Restrictions. You shall not (and shall not allow anyone else to):
      1. copy or use any Software or Services, in whole or in part, in any manner that is not expressly allowed by the license rights stated above;
      2. disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code for any Software or any underlying algorithms, user interface techniques, or other ideas embodied in a Software;
      3. tamper with, or attempt to circumvent or disable, any license key;
      4. distribute any copy of a Software except as expressly allowed by the license rights stated above;
      5. use a Software or its output to develop or enhance any product that competes with one of our products;
      6. modify or create a derivative work of any part of a Software or Service;
      7. disclose the results of any benchmarking of a Software to any third party;
      8. sub-license, assign or novate the benefit or burden of this licence in whole or in part; or
      9. allow the Software to become the subject of any charge, lien or encumbrance;

  4. Proprietary Rights

    1. Rights in Your Content. We will not acquire any rights, title, or interest in or to Your Content, except as granted under the MSA. In any event, we, our business partners and subcontractors, however, have the right to use Your Content if and to the extent required for the purpose of providing the Software and the Services to you.
    2. Rights in the Software and the Services. We, our business partners, and licensors own all rights in the Software and the Services and all Intellectual Property Rights in or to the foregoing shall remain wholly vested in us, our business partners, and/or licensors. Your only rights in the Software and the Services are the rights expressly granted in this MSA and an Order; all other rights are reserved by us.
    3. Feedback. You grant us a worldwide, perpetual, irrevocable, unlimited, transferable, sub-licensable, fully paid, royalty-free license to use any suggestion, recommendation, feature request, or other feedback provided by you or on your behalf related to the Software and/or Services.

  5. Fees, Payment Terms and Taxes

    1. General. You agree to pay all applicable fees as specified in the Order, and, for any use exceeding the agreed usage or authorizations, the fees at the then-current price. Any change of our fees will only apply from the beginning of a renewed License Term.
    2. Taxes. All prices and payments relating to the Software and the Services are exclusive of any applicable taxes, customs and import duties, levies, and charges of any kind whatsoever.

  6. Limited Warranty

    1. Limited Warranties. We warrant that the Software and the Services will be provided as set forth in Section B.1. If the Software and/or the Services fail to perform as warranted hereunder, to the extent permissible under applicable law, our sole obligation and your exclusive remedy will be to use reasonable endeavors to restore the non-conforming Software and/or Services.
    2. LIMITATIONS. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, THE SOFTWARE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.

  7. General Provisions

    1. Subcontractors. To support the rendering of the Software and the Services, we may use personnel and resources in various countries, including subcontractors.
    2. Transfers and Assignments. You may not transfer or assign this MSA or your license rights to any other person in any manner without our prior written consent.
    3. Applicable Law. The MSA shall be governed by and construed in accordance with the Laws of England and Wales, without giving effect to any choice-of-law rules that may require the application of the law of another jurisdiction.
    4. Entire Agreement. The MSA constitutes the full and complete statement of the terms agreed between the Parties with respect to the subject matter thereof and supersedes any previous or contemporaneous agreements, understandings, or communications, whether written or verbal, relating to its subject matter.

  8. Definitions

    1. Account means one or more web-based accounts, individually or collectively, enabling access to and use of certain Software and Services provided on the Platform through a unique URL (i.e. web-address) assigned by us, including any subtenants established under the Account.
    2. Affiliate shall mean a corporation or other legal entity, directly or indirectly owned or controlled by or owning or controlling or under common control with one of the Parties where "control" shall mean to have, directly or indirectly, the power to direct or cause the direction of the management and policies of a corporation or other entity.
    3. Application shall mean software that is deployed on the Platform and/or interoperates with the Platform via Platform APIs.
    4. Confidential Information shall mean any information a Party (the Disclosing Party ) or its Affiliate or representatives make available or otherwise comes the attention of the other Party ( Receiving Party ) under or in connection with the MSA and which is - when disclosed - identified as "Confidential" or consists of information that, by its nature or context, is sufficient to put the Receiving Party on notice of its confidential nature.
    5. Intellectual Property Rights shall mean all patent rights, copyrights, trade secret rights, mask works, and trademark rights (including service marks and trade names), and any applications for these rights, in all countries.
    6. Customizations shall mean parametrization and amendments to the Software provided by Speckle which aims at enabling and/or enhancing your of the Software (including the corresponding documentation) agreed upon between the Parties by way of an Order.
    7. License Term shall mean the period for which a Software or Service is agreed as specified in the Order.
    8. Order shall mean an order via document, electronic form, or online instrument provided by Speckle for the ordering of Software or Services.
    9. Platform shall mean a Speckle proprietary cloud-based platform solution on which the Software and/or the Services are provided.
    10. Software shall mean Speckle's software products (e.g. the Speckle Manager, Connectors, and the Speckle web application) as set out the respective Order and the Specifications.
    11. Services shall mean the Implementation Services, the Data Storage and Cloud Services, Customization, and Maintenance and Support Services.
    12. Third Party shall mean any person or legal entity other than you or us. Third Party includes your Affiliates.
    13. User shall mean an individual who has access credentials to your Account, including individuals of Third Parties, or who is otherwise authorized by you to access your Account.
    14. Your Content shall mean any information, program, software, application, code in any form, script, library, or data that is entered, uploaded onto, or stored on our Platform in connection with your or any User's use of the Software and/or Services under your Account.