Terms of Service

Platform

The Manzil One software-as-a-service application, its APIs, documentation and any workspace provisioned for you.

Customer

The organisation that subscribes to the Platform.

Authorised User

An individual the Customer permits to use its workspace.

Customer Data

All content the Customer or its Authorised Users submit to the Platform.

Order

The written or electronic document recording the subscription, term, user count and fees.

We, us, our

[Registered legal entity name], trading as Digiware.

These terms, together with the applicable Order, the Privacy Policy, the Acceptable Use Policy and any data-processing addendum we sign, form the whole agreement between us. Where an Order and these terms conflict, the Order prevails for that subscription.

A demo or evaluation workspace is provided for assessment only, may contain sample data, may be reset or withdrawn at any time, and carries no service commitment.

For the subscription term and subject to payment, we grant the Customer a non-exclusive, non-transferable right for its Authorised Users to access and use the Platform for the Customer's own internal business purposes.

The Customer must not, and must not permit anyone to:

• resell, sublicense, rent or provide the Platform as a service to a third party, other than as expressly agreed;
• copy, translate, decompile or reverse engineer the Platform, except to the extent the law says it may;
• circumvent or probe access controls, rate limits or tenant boundaries;
• use the Platform to build a competing product, or to benchmark it for publication without our written consent;
• remove or obscure proprietary notices;
• exceed the licensed user count, or share user credentials between individuals.

Each Authorised User must have their own named account. Accounts are personal to the individual and must not be shared.

Customer Data belongs to the Customer. We claim no ownership of it and use it only to provide and support the Platform, to keep it secure, and as the Privacy Policy describes.

The Customer is responsible for the accuracy and legality of Customer Data, for having the right to submit it, and for giving any notices and obtaining any consents its own data subjects require.

We maintain backups as part of operating the service, but the Customer remains responsible for retaining its own copies of anything it cannot afford to lose. The Platform exports plans to MS Project XML and Excel and produces print-ready documents for exactly this reason.

On termination, the Customer may export its data during a grace period stated in the Order. After that period we delete Customer Data from live systems, and from backups in the ordinary backup cycle.

AI features are optional and are controlled by the Customer's administrator. When enabled, they generate drafts, summaries and explanations from the Customer's own records.

• AI output is a draft and must be reviewed by a competent person before it is relied on, sent to a client, or used as the basis of a commitment.
• Commercial figures presented in quotations are computed by the Platform from the Customer's rate cards. The model does not set prices.
• Customer Data is not used to train any model.
• We do not warrant that AI output is accurate, complete or fit for a particular purpose.

We will use commercially reasonable efforts to keep the Platform available, and will schedule planned maintenance to minimise disruption, giving notice where a material interruption is expected. Any specific availability commitment applies only if it is stated in the Order.

We improve the Platform continuously. We will not materially reduce its core functionality during a paid term. Where a change requires action from the Customer, we will give reasonable notice.

Fees, currency, billing frequency and payment terms are set out in the Order. Unless the Order says otherwise, invoices are payable within 30 days, fees exclude taxes, and the Customer is responsible for any applicable transaction taxes other than taxes on our income.

We may suspend access to an account that remains materially overdue after written notice and a reasonable opportunity to pay. Suspension does not relieve the Customer of accrued fees.

We and our licensors retain all rights in the Platform, including its software, interface, methodology templates, documentation and brand. Nothing in these terms transfers any of those rights.

If the Customer sends us feedback or suggestions, we may use them to improve the Platform without obligation or attribution. Feedback is given voluntarily and is not confidential.

Third-party names referenced in the Platform, including SAP and its product names, are the trademarks of their respective owners. References describe the transformation types and methodology templates the Platform supports and do not imply endorsement or affiliation.

Each party will protect the other's confidential information with at least reasonable care, use it only for the purposes of this agreement, and disclose it only to personnel and advisers who need it and are bound to equivalent obligations. These duties do not apply to information that is public through no breach, independently developed, or lawfully received from a third party, and do not prevent a disclosure required by law — provided the disclosing party is notified where it is lawful to do so.

Each party warrants that it has the authority to enter into this agreement. We warrant that we will provide the Platform with reasonable skill and care and in accordance with these terms.

Beyond those warranties and to the fullest extent the law allows, the Platform is provided as is. We do not warrant that it will be uninterrupted or error free, that it will meet requirements we have not agreed in writing, or that any estimate, forecast, benchmark or AI-generated output it produces will prove accurate. Those outputs are decision support, not professional advice, and the Customer remains responsible for its own commercial decisions.

Neither party excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded.

Subject to that, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill or data, however arising; and each party's total liability arising out of or in connection with this agreement is limited to the fees paid or payable by the Customer in the twelve months before the event giving rise to the claim.

We will defend the Customer against a third-party claim that the Platform, used as permitted, infringes that party's intellectual property rights, and will pay damages finally awarded — provided the Customer notifies us promptly, gives us control of the defence and reasonable cooperation. We may modify or replace the Platform, or terminate the affected subscription with a pro-rata refund, to resolve such a claim.

The Customer will defend us against a third-party claim arising from Customer Data or from use of the Platform in breach of these terms or the Acceptable Use Policy, on the same procedural conditions.

The agreement runs for the term in the Order and renews as the Order provides. Either party may terminate for material breach that is not cured within 30 days of written notice, or immediately if the other becomes insolvent.

On termination, access ends, the Customer may export its data during the stated grace period, and accrued fees remain payable. Clauses that by their nature should survive — confidentiality, intellectual property, liability, indemnities and governing law — do so.

• Assignment: neither party may assign this agreement without the other's consent, except to a successor of its business.
• Subcontracting: we may use sub-processors as described in the Privacy Policy and the sub-processor list, and remain responsible for their performance.
• Force majeure: neither party is liable for delay caused by events genuinely beyond its reasonable control.
• No waiver: failure to enforce a term is not a waiver of it.
• Severability: if a provision is unenforceable, the rest stands and the provision is read down to the minimum extent necessary.
• Notices: notices to us go to legal@manzilone.com; notices to the Customer go to the administrative contact on the account.
• Publicity: neither party will use the other's name or marks publicly without prior written consent.
• Entire agreement: this agreement supersedes prior discussions on the same subject matter.

This agreement is governed by the laws of [Governing jurisdiction], and the courts of [Governing jurisdiction] have exclusive jurisdiction over any dispute, subject to either party's right to seek injunctive relief where necessary to protect its intellectual property or confidential information.