Software as a Service
Subscription and Licensing Agreement

"Platform" means the TrioClick.ai system, including its web interface, APIs, integrations (such as ACC, ACONEX, and SharePoint), and all components or services necessary to provide data management, AI processing, and project collaboration.

"AI Module" means the artificial intelligence features powered by third-party systems, including OpenAI, used for summarization, data extraction, report generation, and insight delivery within the Platform.

"Client Data" means all content, files, communications, project materials, and related metadata uploaded, processed, or generated by the Client during use of the Platform.

"Subscription Term" means the duration for which the Client is authorized to access and use the Platform under an active paid subscription or order form.

"Floating Seat" (or "Seat") means an assigned right of access to the Platform for one (1) identified individual User. A Floating Seat entitles the assigned User to access all Projects within the Client's account without the need for a separate licence or fee per Project, and without duplicate charges for the same individual. The Client is billed by reference to the number of Seats assigned, and not by reference to the frequency of access, the number of concurrent sessions, or the number of Projects accessed. Each Seat is personal to the assigned User; "floating" refers to the Seat's portability across Projects, and not to concurrent-session or shared-pool access.

"User" means an individual authorized by the Client and assigned to a Seat to access the Platform on the Client's behalf. "Project" means a discrete project workspace created by the Client within the Platform.

"Confidential Information" includes all proprietary data, business logic, algorithms, documentation, and other non-public information disclosed or generated under this Agreement, including commercially sensitive project materials, bids, invoices, and strategic planning documents.

In the event of a conflict between this Agreement and any accompanying order form or service statement, the order form shall prevail with respect to commercial terms only. All other matters shall remain governed by this Agreement. Both Parties agree to interpret and perform this Agreement in good faith.

TrioClick shall provide the Client with access to the Platform and its related cloud-based modules in accordance with this Agreement and any active subscription or order form. The Client is granted a non-exclusive, non-transferable, limited right to access and use the Platform solely for its internal business operations.

The Client is granted access on a per-Seat basis. Each Seat is assigned to one (1) identified User and entitles that User to access all Projects in the Client's account without a separate per-Project licence. The Client may reassign a Seat from one User to another (for example, where a User leaves the Client's organisation); upon a Seat being released, a cooldown period of six (6) hours shall apply before that Seat may be reassigned. Seats may not be shared, rotated, or time-sliced among multiple individuals to circumvent Seat-based fees, and each Seat must correspond to one identified User. Where the Client subscribes to optional modules (such as Design Review or Project Control), the Client may assign a chosen number of Seats to each such module, subject to any applicable minimum, and such module Seats float across all Projects in the same manner.

TrioClick shall use commercially reasonable efforts to maintain the continuous availability of the Platform, except during planned maintenance or updates. Scheduled maintenance windows shall be communicated in advance to the Client.

The Platform may connect with third-party applications, including ACC, ACONEX, and SharePoint. TrioClick is not responsible for the functionality, data handling, or availability of such third-party services. The Client acknowledges that external integrations such as Aconex, ACC, or SharePoint may store or process data in non-local regions; TrioClick does not control the residency or data-sovereignty practices of such platforms.

TrioClick may, from time to time, enhance, modify, or discontinue certain features of the Platform to improve performance, security, or user experience. Any modification that materially affects the Client's use of the Platform shall be communicated in advance.

The Client shall pay the subscription or license fees specified in the applicable order form. All fees are quoted in [Currency] and are exclusive of applicable taxes, duties, or levies. Payment obligations are non-cancelable, and fees paid are non-refundable except as expressly provided in this Agreement.

TrioClick shall issue invoices according to the billing frequency defined in the order form. Payment shall be due within [PaymentPeriod] days from the date of invoice. Amounts not paid when due shall accrue interest at a rate of [LateFeeRate]% per month, or the maximum rate permitted by law, whichever is lower.

TrioClick may revise its fees at the time of renewal by providing at least [FeeChangeNoticePeriod] days' written notice to the Client. Continued use of the Platform following such notice constitutes acceptance of the revised fees.

The Client shall use the Platform in compliance with all applicable laws and internal security policies. The Client is responsible for managing user accounts, permissions, and access levels. Unauthorized sharing of credentials or access by third parties is strictly prohibited.

The Client is solely responsible for the accuracy, legality, and content of all data submitted to or processed through the Platform. The Client shall not (i) copy, modify, or create derivative works of the Platform; (ii) attempt to reverse engineer, decompile, or disassemble any component; (iii) use the Platform for unlawful or fraudulent purposes; or (iv) interfere with other users' access to the Platform.

The Client retains full ownership of all Client Data uploaded, transmitted, or generated through the Platform. TrioClick shall not claim any ownership or rights to such data, except as required to provide and improve the services under this Agreement.

Client Data shall be stored in secure environments hosted within [PrimaryHostingRegion]. TrioClick shall maintain regular backups and apply reasonable security controls to prevent loss or corruption of data.

Upon termination or expiration of this Agreement, TrioClick shall retain Client Data for [RetentionPeriod] days unless otherwise required by law. After such period, the data shall be securely deleted or anonymized in compliance with applicable privacy obligations.

TrioClick shall implement and maintain appropriate technical and organizational measures to safeguard Client Data against unauthorized access, loss, alteration, or disclosure. These measures include encryption in transit and at rest, role-based access control, regular security audits, and intrusion detection.

In the event of any confirmed data breach affecting Client Data, TrioClick shall promptly notify the Client within [NotificationPeriod] hours of discovery, detailing the nature, scope, and corrective measures undertaken.

All data processing activities shall comply with applicable privacy laws, including the UAE PDPL, KSA PDPL, and Australian Privacy Act. TrioClick shall act as a data processor and the Client as a data controller for all personal data processed through the Platform. Full details are set out in the Privacy Policy.

TrioClick shall make commercially reasonable efforts to ensure that the Platform is available 99.5% of the time on a monthly basis, excluding scheduled maintenance and circumstances beyond TrioClick's control.

If uptime falls below the commitment level for two consecutive months, the Client may request a service credit of [Service Credit]% of the monthly fee, applied to the next billing cycle. This shall constitute the Client's sole remedy for downtime. TrioClick shall not be liable for downtime caused by events beyond its reasonable control, including power outages, network failures, natural disasters, or acts of government.

TrioClick shall provide standard support through [Support Email] or through the Platform's in-app ticketing system. Support shall be available during [Support Hours].

Critical issues affecting Platform functionality shall receive acknowledgment within [Critical Response Time] hours. TrioClick shall make reasonable efforts to resolve all issues promptly and keep the Client informed of progress.

Each Party shall keep all non-public, proprietary, or sensitive information disclosed under this Agreement confidential and use it only for fulfilling obligations herein. Confidential Information does not include information that (i) is or becomes publicly known through no breach by the receiving Party; (ii) was lawfully known to the receiving Party before disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed without reference to the disclosing Party's materials.

TrioClick retains all ownership of the Platform, including its underlying algorithms, designs, source code, and documentation. No intellectual property rights are transferred to the Client under this Agreement. The Client may not use TrioClick's trademarks, logos, or brand identity without prior written consent.

TrioClick warrants that the Platform will perform materially in accordance with its documentation during the Subscription Term. THE PLATFORM IS PROVIDED "AS IS" IN ALL OTHER RESPECTS. TRIOCLICK DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TRIOCLICK DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRIOCLICK'S TOTAL LIABILITY TO THE CLIENT FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL TRIOCLICK BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR DATA.

Each Party shall indemnify and hold harmless the other Party, its affiliates, officers, directors, employees, and agents from any third-party claims, damages, or expenses arising from (i) a breach of this Agreement; (ii) negligence or willful misconduct; or (iii) infringement of third-party intellectual property rights caused by the indemnifying Party's actions or materials.

This Agreement commences on the Effective Date and continues for the Subscription Term, renewing automatically unless either Party provides written notice of non-renewal at least [RenewalNoticePeriod] days before the end of the then-current term.

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within [CurePeriod] days of receiving notice. Upon termination, the Client's access to the Platform shall cease, and data retention provisions of Clause 5 shall apply.

This Agreement shall be governed by the laws of [GoverningJurisdiction]. Any disputes arising under this Agreement shall first be attempted to be resolved through good-faith negotiation. If unresolved within [NegotiationPeriod] days, disputes shall be referred to binding arbitration under the rules of [ArbitrationBody].

All notices or communications under this Agreement shall be in writing and delivered personally, by certified mail or courier, or electronically via email. Notices sent by email are deemed received upon confirmation of delivery. Each Party may update its notice information by providing written notice to the other Party.

This Agreement, together with any order forms or attachments, constitutes the complete and exclusive understanding between the Parties and supersedes all prior proposals or agreements, whether written or oral. No amendment shall be valid unless made in writing and signed by both Parties. TrioClick may update general terms with [Amendment Notice Period] days' prior notice; continued use constitutes acceptance.

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that TrioClick may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all its assets. TrioClick may engage subcontractors to perform certain functions, and shall remain fully responsible for their acts and omissions.

This Agreement may be executed in one or more counterparts and signed electronically. Such execution shall be legally binding and have the same effect as original signatures. The Client's continued access to or use of the Platform following receipt of this Agreement shall be deemed acceptance of its terms.

Each Party represents that it has full power and authority to enter into and perform its obligations under this Agreement. This Agreement becomes effective as of the Effective Date stated above. Access to the Platform shall commence upon confirmation of subscription activation or completion of onboarding procedures.