Terms of use

Please read these Terms of Use carefully. They govern your commercial relationship with Construction Link Limited and set out legally binding provisions regulating your use of the E1 and C-Link digital platforms and related services.

Our Services are intended for business and professional use only and are not marketed to consumers.

Terms of Use

PARTIES
1. These Terms of Use (“Terms of Use”) and any schedules to these Terms of Use form the Agreement (“Agreement”) between Construction Link Limited (trading as “C-Link”) (company number 09791821; VAT registration number 231827223) with its registered office at 85 Great Portland Street, First Floor, London W1W 7LT, United Kingdom (“C-Link”, “we”, “us” or “our”), and you (or, where an organisation has entered into an Order Document, the organisation named in the Order Document) (“Customer”, “you”), outlining the terms and conditions governing your use of the E1 and C-Link Platforms and related Services in the United Kingdom and EU.
2. Construction Link Limited is part of the EstimateOne Group, whose parent company is EstimateOne Pty Ltd (ABN 24 130 242 554) based in Australia, together with its subsidiaries and affiliates (the “EstimateOne Group”). C-Link may engage other members of the EstimateOne Group (“Group Companies”) to assist in providing the Services and performing its obligations under this Agreement. C-Link remains responsible for the performance of its obligations under this Agreement.
3. By signing or otherwise accepting an Order Document, registering for an account, accepting these Terms through the Platform or another electronic acceptance mechanism, or accessing or using the Services (including by submitting or responding to a tender, quote, PQQ, contract or other request through the Platform), the Customer agrees to be bound by this Agreement.
4. If you are an individual, you agree to enter into this Agreement personally and not on behalf of any entity or other person.
5. If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have authority to bind that entity to this Agreement.
6. Competitors: You must not access or use the Services if you are a Competitor. The Competitor List may be updated by C-Link where reasonably necessary to protect its legitimate business interests. You may request a copy of the current Competitor List by contacting C-Link.
7. Where applicable, our service level commitments for the Platform are set out in Schedule 1.

DEFINITIONS
1. In this Agreement:
2. Adapted Software means any software resulting from the AI System learning or evolving including modifications or adaptations to the AI System, including any AI System Data;
3. AI System means the Platform or other software owned or licensed by C-Link, any third-party software code or applications owned by third parties and supplied as part of, or in addition to, the AI System, any training data used by C-Link to train the AI System and any Adapted Software;
4. AI System Data means any data produced by and resulting from the Customer’s use of the AI System, and which are stored, contained or embedded in the AI System or its underlying model(s), including any statistical and aggregated data;
5. API means any application programming interface, integration tool or programmatic access mechanism made available by C-Link as part of the Services.
6. Claim means a claim, action, proceeding, judgment or demand made or brought by or against a party, including by a third-party, however arising and whether present, unascertained, future or contingent, including but not limited to claims for Loss or any form of legal liability;
7. Consequential Loss means any consequential, indirect, incidental, special, or punitive Loss or damages, including loss of profits, loss of revenue, loss of business opportunity, loss or corruption of data, loss of or damage to goodwill or reputation however caused, which a Customer may directly or indirectly suffer in connection with the use of the Platform or any linked website, even if advised of the possibility of such damages;
8. Competitor means any person or entity that provides, develops or operates a product, platform or service that competes with the Platform or Services, including in the construction tendering, procurement, contract management or supply-chain management sector, as identified on the Competitor List maintained by C-Link from time to time;
9. Competitor List means the list of Competitors maintained by C-Link from time to time for the purposes of clause 1.6;
10. Copyright Work means a work attracting copyright protection under the Copyright, Designs and Patents Act 1988;
11. Customer Data means all Data inputted, uploaded, submitted or otherwise provided by or on behalf of the Customer or its Users into the Platform or otherwise provided to C-Link in connection with the Services, including address book entries, construction plans, technical drawings, communication records, invoices, payment demands, audit trail records, contract templates, contracts and other contract documents, scopes of work, PQQ and tender responses, quotes, pricing information, bills of quantities, ratings and reviews, and any documents or materials generated through the Platform from Customer Data or User Inputs;
12. Data means all works and materials (including without limitation text, graphics, datasets, images, audio material, video material, audiovisual material, scripts, software and files);
13. Data Protection Laws means, to the extent applicable, the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, Regulation (EU) 2016/679 (EU GDPR), and any other applicable laws relating to privacy, data protection, direct marketing or the processing of Personal Data, in each case as amended, extended, re-enacted or replaced from time to time, together with any applicable binding regulatory requirements;
14. Direct Marketing Purposes means for the purpose of advertising or promoting a particular product or service or products and services by sending commercial electronic messages such as any emails, SMS, MMS, and instant messaging used for marketing purposes;
15. EstimateOne Group means EstimateOne Pty Ltd and its subsidiaries and affiliates worldwide, including Construction Link Limited.
16. Fees means any fees payable under this Agreement;
17. Force Majeure Event means any act, event or cause, other than lack of funds, affecting C-Link that is outside C-Link’s reasonable control, including, but not limited to war, acts or threats of terrorism, riots, revolutions, civil war, acts or threats of sabotage, national emergency, imposition of martial law, government requisition or any unlawful act against public order or authority, adverse weather conditions, acts of God and destruction by natural disasters including landslides, earthquakes, tsunamis, fires, storms, cyclones and floods, epidemics, pandemic, quarantines, radiation and radioactive contamination, boycotts, strikes and other labour difficulties or any ongoing internet or telecommunications outage;
18. Insolvency Event means, in relation to a body corporate, a liquidation or winding up or the appointment of an administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets, or, in relation to an individual, becoming bankrupt or entering into a scheme or arrangement with creditors or, in relation to an individual or any entity, the occurrence of any event that has a substantially similar effect to any of the above events;
19. Infringement Claim has the meaning set out in clause 17.1;
20. Intel means any AI-generated content, comparison, summary, analysis, recommendation or other output produced by an AI System through the Platform.
21. Intellectual Property or Intellectual Property Rights means all intellectual property rights, including trade marks, business names, domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, copyright, database rights, moral rights, patents, patentable inventions and rights in designs, whether existing now or in the future anywhere in the world, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights, and whether or not registered or registrable, and includes any rights subsisting in or relating to confidential information, trade secrets, know how, inventions, discoveries, semiconductor and circuit layouts and further includes the right to apply for the registration or grant of any such intellectual property, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
22. Interest Rate means the rate per annum which is 4 percentage points above the Bank of England base rate from time to time, with a minimum rate of 4% per annum;
23. Indemnified Parties means C-Link and each other member of the EstimateOne Group, and each of their respective directors, officers, employees, personnel, agents, contractors and Group Companies;
24. Loss means any damage, loss, cost, expense or liability of any kind incurred by the person concerned, however it arises and whether it is direct or indirect, present or future, fixed or unascertained, actual or contingent, and Losses has a corresponding meaning;
25. Order Document means a Proposal, quote, order form, change request, or any other ordering document issued by C-Link and accepted by the Customer, whether signed electronically, via e-signing software, click-through acceptance or by email confirmation. Any reference in this Agreement to an “Order Document” or “Proposal” shall be interpreted as referring to the applicable Order Document.
26. Output means AI-generated content, summaries or analysis produced by the Platform’s AI Systems, as further described in clause 6.13.
27. Personal Data shall be as defined in the applicable Data Protection Laws;
28. Platform means the systems managed and used by C-Link to provide the Services, including all applications, document platforms, databases, system server software, APIs, AI Systems and generative AI elements, all content, images, text, source code and object code, as well as desktop and mobile versions and associated smartphone applications;
29. Privacy Policy means the C-Link Privacy Policy located on our Site;
30. Services means the services provided by C-Link to the Customer through the E1 and C-Link Platforms, including E1 Tender and C-Link where applicable to the Customer, together with related applications, functionality and software provided via the internet to facilitate tendering, procurement, contract management, project management and supply-chain collaboration in the construction sector, and any other services or functionality made available by C-Link from time to time;
31. Site means the applicable C-Link website(s) through which C-Link makes the Services or these Terms available;
32. Subscription Term means the Minimum Term and any applicable Renewal Term for the relevant Services, as determined in accordance with clause 5;
33. Special Claims means any unauthorised disclosure of Customer Data caused by a breach by C-Link of its obligations in clause 8 (Security).
34. User Details has the meaning set out in clause 7.5.1;
35. User Inputs means any data, content, information, documents or other materials submitted, uploaded, entered or otherwise provided by or on behalf of the Customer into the Platform, including for the purpose of generating Intel.
INTERPRETATION
1. In this Agreement, unless the context otherwise requires:
  1. the singular includes the plural and vice versa;
  2. headings and underlining are for convenience only and do not affect the construction of these Terms of Use;
  3. the meaning of general words is not limited by specific examples introduced by ‘including’ or similar expressions;
  4. a party includes the party’s employees, officers, agents, successors, transferees, assigns and executors;
  5. a provision of these Terms of Use will not be interpreted against a party because the party prepared or is responsible for the preparation of the provision, or because the party’s legal representative prepared the provision;
  6. a reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity; and
  7. a reference to time is to time in the United Kingdom.

TERMS OF THIS AGREEMENT
1. Composition of this Agreement

This Agreement consists of:

these Terms of Use;
any Order Document;
the Schedules to this Agreement; and
any other terms expressly incorporated by reference, including any applicable additional terms that apply to a trial use of the Platform as described in clause 6.10.3.
In the event of any inconsistency between these Terms of Use, the Order Document, any Schedules and any other terms expressly incorporated by reference, the terms will prevail in the order set out in clause 4.1 (with (a) having the highest priority and (d) the lowest).

TERM
1. The Customer’s subscription to any Services will continue for the minimum subscription period applicable to those Services (the “Minimum Term”). The Minimum Term will be as specified in the applicable Order Document or, where no Order Document applies, as specified at the time the Customer subscribes to the relevant Services.
2. Unless otherwise specified in the applicable Order Document or at the time of subscription, at the end of the Minimum Term the Customer’s subscription will automatically renew for successive renewal periods equivalent to the Minimum Term (each a “Renewal Term”). This clause 5.2 does not apply to a free trial under clause 6.10.
3. C-Link may elect not to renew a subscription by giving the Customer at least 30 days’ written notice before the applicable renewal date.
4. Where the Customer has a monthly subscription, the Customer may cancel the subscription at any time before the applicable renewal date, with cancellation taking effect at the end of the then-current subscription period.
5. Where the Customer has an annual or other fixed-term subscription, the Customer may elect not to renew by giving C-Link at least 30 days’ written notice before the applicable renewal date.
6. Where the Customer subscribes to more than one Service, each Service may have its own Minimum Term and Renewal Term as specified in the applicable Order Document or at the time of subscription. Unless expressly agreed otherwise, subscribing to an additional Service does not alter the term applicable to any existing Service.
7. Subject to the Customer’s rights under applicable law, Fees and payments made under this Agreement are non-refundable.

ACCESS AND SERVICE DETAILS
1. Grant of Rights
  1. Subject to the Customer complying with this Agreement and paying all applicable Fees, C-Link grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services made available to the Customer for the period during which the Customer is entitled to access those Services, solely for the Customer’s internal business purposes and in accordance with this Agreement.
2. Services
  1. Subject to this Agreement, the Customer may access and use the Services to which it has subscribed or which are otherwise made available to it by C-Link, which may include E1 Tender, C-Link or both, together with the functionality made available by C-Link for the Customer’s applicable account type (for example, main contractor, subcontractor or supplier). Where an Order Document applies, the Services available to the Customer may be further specified in the applicable Order Document.
  2. C-Link may permanently or temporarily disable features of the Platform and Services in its reasonable discretion by reasonable notice to the Customer. While C-Link will endeavour to provide reasonable notice to Customer, the Customer acknowledges that C-Link may need to disable the Platform or any part of it with minimal or no notice where reasonably necessary to protect our legitimate commercial interests.
3. Use Limitations
  1. The right to access and use granted by C-Link to the Customer under clause 6.1 is subject to the following limitations:
    1. the Services may only be used by the Customer’s officers, employees, sub-contractors, agents, affiliates or related third parties;
    2. the Customer must not permit any unauthorised person or application to access or use the Services;
    3. the Customer must not rent, lease, sell, distribute, sublicense or otherwise transfer or assign its right to access and use the Services;
    4. the Customer must not make any alteration to the Services;
    5. the Customer is not granted a right to source code of the Services or any software;
    6. the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or the Services without the prior written consent of C-Link;
    7. any monthly Unlock Credits (defined below) included in your subscription or account tier are subject to clause 6.11; and
    8. if the Customer downgrades its account or subscription, it will lose access to the Services and functionality that apply only to the higher-level account type, product type and/or subscription level.
4. Managing use
  1. The Customer is responsible for managing its organisation’s use of the Services, utilising any control functions within the Services, such as monitoring, restricting, or facilitating access to the Services.
  2. The Customer is responsible for managing use of Platform collaboration features with other customers of the Services, utilising any collaboration functions within the Services, such as issuing or responding to tenders, managing or providing quotes, or distributing or receiving documentation.
  3. The Customer is responsible for ensuring that access to and use of the Platform is limited to authorised users and takes place in accordance with this Agreement. Any automated, scripted, programmatic or non-human interaction with the Platform is prohibited unless it occurs through functionality expressly made available or authorised in writing by C-Link.
  4. The Customer remains responsible for the acts and omissions of its users and for any automated, scripted or non-human access undertaken through its accounts, systems or credentials, whether or not expressly authorised by the Customer.
5. Contract Templates – Where the Services include C-Link or other contract management functionality:
  1. Where the Customer provides C-Link with a contract template or other document for conversion into a format for use in the Platform, C-Link will use reasonable care to reproduce the content of the document provided by the Customer. The Customer acknowledges that formatting, typography, spacing, layout and other presentational elements may differ from the original document.
  2. Before a converted template is made available for use, the Customer must review and approve the converted template and confirm that it accurately reflects the content of the document provided by the Customer.
  3. The Customer remains responsible for the legal terms and content of any contract template it provides, including its legality, enforceability and suitability for the Customer’s intended transactions, and for ensuring that it has all necessary rights, licences and permissions to provide the template to C-Link and to authorise its conversion, digitisation, reproduction, storage and use through the Platform.
  4. C-Link does not provide industry-standard or legally approved contract templates and does not review or approve any Customer contract template for legal validity, enforceability or suitability. C-Link does not provide legal advice.
  5. Where the Platform automatically inserts or populates information into an approved contract template, the Customer is responsible for reviewing and approving the completed contract before it is issued or executed, and remains solely responsible for its decision to issue, enter into or rely on that contract.
  6. Where a contract template or other document is subject to third-party Intellectual Property Rights, including any industry-standard form of contract, the Customer represents and warrants that it has obtained and will maintain all licences, consents and permissions necessary for C-Link to convert, digitise, reproduce, store and make that document available through the Platform for the Customer’s intended use, including any licences required for individual uses or transactions. The Customer must not provide any such document unless those rights have been obtained.
6. Conduct affecting the functioning of the Services – As a user of the Services, the Customer is prohibited from using any device, software, script or any other mechanism outside of the ordinary use of the Services that may affect the proper functioning of the Services for any user or is otherwise prohibited by these Terms of Use, including:
  1. taking actions that place unreasonable or excessive loads on our systems and servers;
  2. taking any action that degrades the operational performance of the Services;
  3. monitoring Platform availability, performance or functionality, or for any other benchmarking or competitive purposes;
  4. infecting our systems, servers or the Platform with any programming routines (such as viruses, worms, time bombs, etc.) that may damage, interfere with, delay, intercept or expropriate any system, data or Personal Data;
  5. revealing its account password to others or allowing use of its Platform account by others;
  6. using another person’s name, username or password or otherwise attempting to gain access to the Platform account of any other person;
  7. using the Platform or the Services to carry out security breaches or disruptions of network communication. ‘Security breaches’ include, but are not limited to, accessing data of which the Customer is not an intended recipient or logging into a server or account that the Customer is not expressly authorised to access or corrupting any data. For the purposes of this clause, “security breaches” includes, but is not limited to, network sniffing, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
  8. using the Platform or the Services to execute any form of network monitoring which will intercept data not intended for the Customer;
  9. using the Platform or the Services to circumvent user authentication or security of any of our hosts, networks or accounts or those of our customers or suppliers;
  10. using the Platform or the Services to interfere with or deny service to anyone;
  11. using any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform or the Services;
  12. sending unsolicited electronic messages through or to users of the Platform in breach of applicable Data Protection Laws;
  13. using the Platform or the Services to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages;
  14. using the Platform or the Services in breach of any person’s privacy (such as by way of identity theft or “phishing”); and
  15. assisting, encouraging or enabling others to use the Platform in a manner prohibited under this clause 6.6.
7. Reasonable use
  1. The Customer’s use of the Services is subject to compliance with the terms of this Agreement.
  2. The Customer may make reasonable use of the Services for the purpose of:
    1. finding construction projects for its business to help construct or supply to;
    2. managing construction project tenders and tender enquiries;
    3. managing procurement processes, including tracking procurement milestones, events and statuses;
    4. preparing, managing and administering construction contracts, scopes of work and related documents and materials;
    5. managing construction projects and the interaction between participants in construction projects;
    6. utilising AI or other tools made available by C-Link through the Services to analyse documentation and support procurement, contract administration and change management; and
    7. using any other functionality or modules made available by C-Link through the Services from time to time.
  3. C-Link may prohibit use of the Services that it reasonably considers to be unreasonable.
8. What is unreasonable use?
  1. We will consider it unreasonable use if you (directly or indirectly):
    1. violate this Agreement;
    2. use the Services to violate any applicable laws or any legal rights of any person or company or other entity in any jurisdiction, including laws relating to spam or privacy;
    3. use the Services to make fraudulent offers of goods or services;
    4. violate our or any third-party’s rights, including Intellectual Property Rights (such as rights in any Copyright Work) or confidentiality obligations;
    5. except as required by you in order to utilise the Services, solicit Personal Data of other users of the Services;
    6. use the Services as a business development tool for purposes other than those permitted under clause 6.7.2;
    7. access, retrieve, copy, scrape, crawl, index, harvest or extract any information contained on or obtained through the Platform or the Services for any purpose, including constructing or populating any database, dataset, platform or communication, without C-Link’s prior written consent;
    8. use any scraping service, robot, spider, search or retrieval application, artificial intelligence tool, agentic system, automated workflow, script, bot or other automated device, process or means to access, retrieve, copy, scrape, crawl, index, harvest or extract information contained on or obtained through the Platform or the Services, without C-Link’s prior written consent;
    9. modify, adapt, appropriate, reproduce, republish, distribute, resupply, translate, create derivative works or adaptations of, publicly display, sell, resell, repackage, trade or otherwise exploit information contained on or obtained through the Platform or the Services, except as expressly authorised by C-Link. For the avoidance of doubt, you must not conduct data mining or resupply, resell or repackage information (including Personal Data and job noticeboard information) obtained from the Platform;
    10. access or use the Platform in a manner that is directly or indirectly involved in the development or operation of a competing product or service;
    11. attempt to gain unauthorised access to the Platform, including through hacking, password mining or any other means;
    12. reverse engineer any portion of the Platform;
    13. use any Data obtained through the Platform for the purpose of training, fine-tuning, testing, validating or improving any artificial intelligence or machine-learning model, dataset, system or service without C-Link’s prior written consent; or
    14. use the Platform, or any Data obtained from the Platform, in connection with any agentic system or artificial intelligence tool that accesses or interacts with the Platform, except through functionality expressly made available or authorised by C-Link.
  2. Without affecting any other remedies available to us, we may permanently or temporarily remove or disable access to unacceptable content or terminate or suspend a user’s account or access to the Services, without notice or liability if we (in our discretion) determine that a user has:
    1. engaged in conduct affecting the functioning of the Platform or the Services in contravention of clause 6.6; or
    2. unreasonably used the Services in contravention of clause 6.8.
  3. You agree to cooperate with us to investigate and remedy any violation.
  4. Through the Platform’s ‘Specifinder’ feature, we allow supplier Customers (“Supplier Customers”) to nominate any one or more of their own products as being “as specified” or “equivalent to (as specified)” in the requirements of the project documents for a particular project posted to the Platform by a subcontractor. Supplier Customers agree to use due care and act in good faith in making any such nomination, including by reviewing the relevant project documents prior to making any such nomination. Our liability is limited in relation to the ‘Specifinder’ feature in accordance with clause 13.9.
  5. The Customer must not upload, publish, transmit, share or otherwise make available through the Platform any content that is unlawful, including content that constitutes harassment, threats, fraud, unlawful discrimination or other criminal conduct. This restriction applies to all user-generated content, including ratings, reviews, messages, profiles and documents shared through the Services.
  6. C-Link will take proportionate measures to address the risks of illegal content on the Platform in accordance with applicable law. Where C-Link identifies or becomes aware of content that it reasonably considers to be illegal, it may remove or restrict access to that content, suspend or restrict the relevant account, or take other appropriate action. C-Link will apply its content moderation policies and procedures consistently and in accordance with applicable law.
9. Suspension for suspected unreasonable use
  1. We monitor the use of the Services to detect any use which violates this Agreement (such as unauthorised use of bots and scrapers). Where such activity is suspected, we may suspend or restrict access to the Services (in whole or in part) immediately and without prior notice.
  2. We may also implement technical measures, monitoring tools or access controls designed to detect, prevent or block unauthorised automated, scripted or programmatic access to the Platform.
  3. While we use reasonable efforts to minimise false positives, you acknowledge and agree that (a) suspensions may occur even if unreasonable use has not in fact taken place; and (b) except as required under applicable law, we will not be responsible for any loss, damage or liability suffered by you or any third party arising from such suspension.
  4. C-Link may also remove or restrict access to any Customer Data where it reasonably considers that the material may pose a legal, security or regulatory risk.
10. Free trial of a paid membership
  1. If you are registered for a fee-free or freemium membership (e.g. for subcontractors and suppliers) this subclause does not apply to you.
  2. If you register for a free trial of a paid membership on the Platform, this Agreement governs that trial. The trial will continue for the period stated in the trial Order Document or registration confirmation (or, if none is specified, for 30 days) and will end at the earlier of:
    1. the end of the free trial period; or
    2. the start date of a paid subscription separately accepted by the Customer. The trial does not automatically renew or convert into a paid subscription. Continued access following the trial requires the Customer to agree to the applicable subscription arrangements and the Terms of Use then in force.
  3. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Please read those terms carefully.
  4. Trial account data and customisations may be deleted following expiry of the trial in accordance with Schedule 2 and applicable law unless the Customer enters into a paid subscription for the relevant Services. The Customer should download or otherwise keep a copy of any information it wishes to retain before the trial ends (see clause 18.4). C-Link will provide any return or deletion of Personal Data processed on the Customer’s behalf in accordance with Schedule 2.
  5. If the Customer moves from a trial to a paid subscription with fewer features, some trial data or customisations may not be transferable. The Customer should download or otherwise keep a copy of any information it wishes to retain before the trial ends (see clause 18.4). C-Link will inform the Customer of any material limitations on transfer of trial data to the paid subscription.
11. Credits
  1. From time to time, we may make certain Services require or be eligible for the use of credits (“Unlock Credits”) which are allocated to your account as part of your subscription license or purchased separately for an additional fee.
  2. Unlock Credits that form part of your subscription reset at the beginning of each month, do not roll over, and cannot be accrued across billing cycles.
  3. You may purchase additional Unlock Credits on a top-up basis (“Top-Up Credits”). Top-Up Credits do not reset and remain valid until 36 months from the date of purchase, after which any unused Top-Up Credits will expire automatically.
  4. Unlock Credits and Top-Up Credits are account-bound, non-transferable, non-assignable, and may not be redeemed for cash or any value outside the Platform.
  5. Subject to your rights under applicable law, all Unlock Credits and Top-Up Credits are non-refundable. We may, acting reasonably and at our sole discretion, consider re-credit requests on a case-by-case basis, including in circumstances where a credit was deducted due to a technical error or fault of our Platform.
12. API Access
  1. The Customer may access and use the API. The Customer remains fully responsible for all API access and use under its account, as if it were the Customer’s own.
  2. If C-Link makes available any APIs, access to and use of those APIs forms part of the Services.
  3. Use of any API is subject to the C-Link API Developer Addendum (as updated from time to time), which is incorporated into and forms part of this Agreement.
  4. The API Developer Addendum sets out additional terms, restrictions and obligations governing API access and use, including in relation to permitted use, data usage, security, credential management and technical controls.
  5. In the event of any inconsistency between this Agreement and the API Developer Addendum, the API Developer Addendum prevails to the extent of the inconsistency in relation to API access and use.
  6. The Customer may integrate data obtained via the API into its own internal systems, applications or workflows (including CRM, ERP or similar tools), provided that all access to and use of Platform data occurs solely through APIs or functionalities expressly made available by C-Link.
  7. Nothing in this Agreement grants the Customer any right to access or extract Platform data by automated or programmatic means other than via APIs made available by C-Link in accordance with this Agreement.
13. AI-Generated Output and Intel
  1. The Platform may use AI Systems to produce Output and Intel to assist the Customer in analysing quotes, tenders, procurement information, project and contract documentation and other information processed through the Services.
    1. the Customer remains solely responsible for verifying and interpreting any Output or Intel before relying on it for any business decisions;
    2. the Customer is solely responsible for how it uses any Output or Intel, including ensuring that such use complies with applicable laws and these Terms;
    3. Output and Intel are provided for informational purposes only and do not constitute professional, financial or business advice;
    4. the Customer assumes all risks associated with the use of any Output or Intel, and to the maximum extent permitted by law, C-Link will not be liable for any business decisions made on the basis of such information; and
    5. the Customer must verify any Output or Intel using its own professional expertise and judgment before relying on it, treating Output and Intel as one input among the many factors relevant to its business decisions.
  2. C-Link’s AI Systems are not designed to make solely automated decisions producing legal or similarly significant effects without human involvement. The Customer remains responsible for all business decisions made using Output or Intel generated by the Platform.
  3. The Customer must promptly notify C-Link of any issues or unexpected results arising from use of AI-assisted features. Any such notification will be treated as an “Improvement Suggestion” under clause 7.1.6 of these Terms.

INTELLECTUAL PROPERTY AND PRIVACY
1. Generally
  1. You agree and acknowledge that these Terms of Use do not transfer or assign any Intellectual Property Rights to you.
  2. As between you and us, EstimateOne Pty Ltd or its licensors own all Intellectual Property Rights in the Platform, including any modifications or enhancements thereof and the outputs created, invented or devised of any AI System provided as part of the Platform.
  3. You have no rights in the Platform or in any part of it (including copyright and database rights) or in any modification or enhancement thereof, other than the rights temporarily granted to you pursuant to these Terms of Use.
  4. To the extent necessary and possible, all the present and future Intellectual Property Rights in the outputs created, invented or devised by any AI System (other than any Customer Data provided by the Customer) are hereby assigned to C-Link or its nominated Group Company, absolutely with full title guarantee and free of any encumbrances and you will procure the waiver of all moral rights attaching to the same and any similar or corresponding rights.
  5. Subject to the terms of this Agreement and payment of the Fees, C-Link hereby grants to the Customer a non-exclusive, nontransferable, non-sub-licensable licence to use outputs of any AI System for their internal business purposes for the Subscription Term.
  6. You agree that any Intellectual Property Rights in any comments that you may provide to us in connection with the Platform (including the AI System or Adapted Software) or requests for new Platform features (each, an “Improvement Suggestion”) becomes our sole and exclusive property immediately upon you uploading or posting that Improvement Suggestion to the Platform or otherwise providing the Improvement Suggestion to us, and you hereby assign all Intellectual Property Rights in all and any such Improvement Suggestions to us effective as soon as you provide each Improvement Suggestion to us or upload or post an Improvement Suggestion to the Platform, and you will procure the waiver of all moral rights attaching to the same and any similar or corresponding rights.
  7. You must not take any step to invalidate or prejudice our (or our licensors’) Intellectual Property Rights in the Platform or otherwise. Without limiting the foregoing, you must not otherwise encumber or charge the rights granted to you under these Terms of Use to use the Platform.
  8. C-Link may share aggregated, de-identified or anonymised usage data with Group Companies for analytics and platform improvement, subject to Data Protection Laws. Where Group Companies require access to Customer Data or Personal Data (for example, for hosting, analytics or technical operations), such access and transfers are carried out in accordance with applicable Data Protection Laws and as further described in our Privacy Policy.
2. Customer Data and Copyright
  1. Uploading any Customer Data into the Platform will not alter the ownership of any copyright that subsists in that Customer Data.
  2. Customer represents and warrants that with respect of any Customer Data that it uploads into the Platform or otherwise provides to C-Link (including for conversion or digitisation), discloses, distributes or shares using the Platform, or amends or allows others to amend within the Platform, the Customer is fully entitled to so upload, publish, reproduce, disclose, distribute, share and amend that Customer Data, or authorise others to do so, without infringing the Intellectual Property Rights or other rights of any third-party; and our collection, use, storage and/or disclosure thereof in the course of providing the Platform, will not breach any applicable law or right of any person. Customer shall obtain all consents necessary to collect and upload Personal Data of its users and customers in compliance with applicable laws, including the Data Protection Laws.
  3. Without limiting clause 7.2.2, the Customer represents and warrants that it has all rights, licences and permissions necessary to grant the licences set out in this clause 7.2 (including in respect of any User Inputs).
  4. You are solely responsible for the accuracy, legality, quality and lawfulness of your Customer Data and for obtaining any permissions, licences, rights and authorisations necessary for us to use, host, transmit, store and disclose the Customer Data in connection with the provision of the Platform and the Services.
  5. The Customer acknowledges and agrees that it is solely responsible for all Customer Data uploaded to the Platform or otherwise provided to C-Link in connection with the Services and for ensuring that such Customer Data complies with all applicable laws, contractual restrictions and security obligations. C-Link does not review, verify or classify such Customer Data and has no obligation to monitor its content.
  6. Where the Customer submits any rating, review, feedback or other assessment of another user through the Services, the Customer is solely responsible for the content of that rating, review, feedback or assessment and must ensure that it is accurate, fair, not misleading or defamatory, and otherwise complies with applicable law. C-Link does not verify or endorse any such rating, review, feedback or assessment and is not responsible for its accuracy or content.
  7. Subcontractor Profiles and Information
  8. The Customer is responsible for ensuring that any information, documents or materials it provides through the Platform, including subcontractor profiles, pre-qualification questionnaires (PQQs), insurance certificates, accreditations and supporting documentation, are accurate, complete, up to date and not misleading.
  9. C-Link may, but is not obliged to, review, verify, request supporting evidence for, or remove any such information or documentation where it reasonably considers that the information may be inaccurate, misleading, fraudulent or otherwise in breach of this Agreement.
  10. C-Link does not independently verify or guarantee the accuracy, completeness, authenticity or validity of any subcontractor profile, PQQ, insurance certificate, accreditation or other information provided through the Platform. Any verification or review undertaken by C-Link does not relieve the Customer of its responsibilities under this Agreement.
  11. The Customer grants C-Link a worldwide, non-exclusive, royalty-free, sub-licensable licence (including to its Group Companies and authorised service providers) to use, copy, host, store, process and otherwise utilise the Customer Data and any User Inputs to the extent necessary to:
    1. provide, operate and maintain the Platform and Services;
    2. generate, analyse and deliver Output, Intel and Insights;
    3. customise, improve, test and develop the Platform, Services and user experience;
    4. develop, test and improve C-Link’s AI-assisted functionality, including prompts, configurations, workflows and outputs;
    5. make Customer Data available to other users of the Platform where, and to the extent, contemplated by the functionality of the relevant Services, including in connection with tenders, procurement processes, projects, contract management and collaboration workflows, subject to any applicable access controls, user permissions, confidentiality settings and sharing settings within the Services;
    6. use the Customer’s name, trade name and logos for the limited purposes of identifying the Customer as a user of the Services and in connection with the publication of Customer Data as part of the Services, including on the Platform and on C-Link’s website, to the extent such publication relates to tenders, projects or the operation of the Services, and for reasonable marketing and promotional purposes relating to the Services, provided that C-Link does not disclose any Customer Data that is confidential in nature other than as permitted under this Agreement; and
    7. exercise C-Link’s rights and perform its obligations under this Agreement. This licence continues for the duration of the Agreement and thereafter only to the extent necessary to give effect to C-Link’s rights and obligations under this Agreement, including any applicable data retention, backup, legal or regulatory requirements.
  12. Without limiting clause 7.2.11, the Customer acknowledges and agrees that C-Link (and its subcontractors) may use Customer Data and User Inputs for the purposes of developing, testing and improving AI-assisted functionality made available through the Services, including testing and improving prompts, configurations, workflows and outputs using third-party AI models, provided that Customer Data and User Inputs are not used to train the underlying third-party AI models. Any such use will be subject to applicable Data Protection Laws.
  13. C-Link may use Customer Data and User Inputs to train, develop, test and improve AI models owned or controlled by C-Link and used as part of the AI System, including where this requires the use of information contained in documents, drawings, tenders, quotes or other Customer Data. Where Customer Data or User Inputs contain Personal Data, C-Link will process that Personal Data in accordance with applicable Data Protection Laws.
  14. To the extent that any Customer Data or User Inputs are incorporated into an AI model owned or controlled by C-Link in a form that does not reproduce or disclose the underlying Customer Data or User Inputs, the Customer grants C-Link a perpetual, worldwide, royalty-free, sub-licensable and non-exclusive licence to use, develop, commercialise and support that AI model and any Adapted Software incorporating or derived from it.
  15. You agree that you, not us, are solely responsible for backing up and archiving all Customer Data.
  16. You acknowledge that your access to your Customer Data that is hosted in the Platform is subject to your compliance with these Terms of Use, including payment of any applicable Fees.
  17. Except in respect of a Special Claim arising under clause 14.1, you agree that we are not responsible for any loss, corruption or hacking of any Customer Data.
  18. You indemnify us in respect of any loss and damage we or any of our suppliers incur in respect of any Claim that any of your Customer Data is lost, unavailable or corrupted or the transmission, storage, disclosure, or access to any of your Customer Data infringes the Intellectual Property Rights or other rights of any person or breaches any law, regulation, code or standard.
3. Trade marks
  1. The trade marks used as part of the Services are either trade marks of C-Link, or third-party trade marks which C-Link has permission to use.
  2. Nothing in this Agreement gives the Customer any right to use any trade mark displayed as part of the Services without the express written permission of C-Link or, if applicable, the third-party owner of the trade mark.
  3. The Customer must provide C-Link with an electronic copy of its main company logo for display as part of the Services. Upon doing so the Customer grants C-Link a non-exclusive, worldwide, royalty-free licence to use and reproduce that trade mark for the purposes of referring to the Customer as part of the Services and referring to the Customer’s projects.
4. Privacy
  1. C-Link collects and processes Personal Data in the course of providing the Services. Our Privacy Policy sets out how C-Link handles that Personal Data. Please review a copy of our Privacy Policy located on our Site or contact C-Link for a copy before using our Services. Personal Data will be processed in accordance with this Agreement, our Privacy Policy and applicable Data Protection Laws.
  2. The parties agree to comply with their obligations under the Data Protection Laws. This clause 7.4 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Laws.
  3. The Customer acknowledges that where a third-party user signs up directly with C-Link, C-Link may collect and process that user’s Personal Data for its own purposes in accordance with applicable Data Protection Laws and its Privacy Policy.
  4. The Customer acknowledges that the Services facilitate the publication and sharing of certain information in relation to account profiles and projects, via directory services and connection services including:
    1. information related to the Customer’s business entity, such as business name, services offered, business contact details and other similar details;
    2. Personal Data, such as names, addresses, email addresses, telephone numbers and other contact details;
    3. watchlist and quoting status to users with certain credential tiers; and
    4. information related to supplier’s products and product ranges of the Customer and others, and the information that Customer shares or posts may be seen, copied and used by other users.
  5. The Customer agrees that it will be responsible for familiarising itself with the operations of the Services, including directory services, connection services and network services, including which information fields will be shared, before entering any personal, confidential or sensitive information belonging to itself or a third-party into such fields. Where we have made settings available, we will honour the choices the Customer makes about who can see such information (e.g., proactively suggesting connections via connection services, making Personal Data available on directory services).
  6. The Customer acknowledges and agrees that where the Customer obtains another user’s information (including Personal Data) from a C-Link Service (such as where subcontractor details are obtained, updated or enriched from a directory service and added to or unified with Customer’s address book):
    1. C-Link is not responsible for users’ content or information, or the timeliness of that information, and Customer uses such information at its own risk;
    2. Data inputted or uploaded by the Customer to the platform (e.g. address book entries) is Customer Data;
    3. Account profile information (including Personal Data) obtained, updated or enriched from a C-Link Service is not Customer Data; and
    4. notwithstanding clause 7.4.6(c), the Customer has a non-exclusive, non-assignable, non-sublicensable, revocable right to use such Data obtained, updated or enriched from a C-Link Service indefinitely for the Customer’s internal business purposes in connection with construction projects, tendering, procurement, contract administration and the management of relationships with participants in construction projects, subject to this Agreement, including clauses 6.7, 6.8, 7.4.7 and 11.
  7. The Customer must comply with all applicable Data Protection Laws when using the Services and making use of any Personal Data obtained through the Services, including that the Customer must not utilise, distribute, publish, supply or apply any part, parts or portion of Personal Data sourced via the Services for Direct Marketing Purposes via any electronic messaging or physical messaging.
5. User Details
  1. You will be required to provide your details, including Personal Data (“User Details”). You must provide accurate and appropriate User Details, including providing a valid email address, and to keep any passwords, tokens and account access links confidential. If any of your User Details change, you must promptly update those details in your Platform account.
  2. We may send an email to you with a hyperlink which requires you to verify that you are the owner or operator of the email address entered by you during registration, and we may cancel/not approve your registration if your rights to the email address are not so verified, or where you do not satisfy any of our other eligibility criteria.
  3. You must not provide your Platform account name or password to any person. Dissemination or misuse of account and/or password information constitutes grounds for termination of your Platform account.
  4. You agree and acknowledge that you shall be solely responsible for the confidentiality of your username and password and any use of your Platform account (including unauthorised use), and for all activities that occur using your User Details.
  5. C-Link is entitled to act on instructions received under your User Details, and you release C-Link from any liability arising from any such action.
  6. If, for any reason, you believe that your account and/or password information has become compromised, you must contact C-Link immediately.
6. Insights and Aggregated Data
  1. C-Link may collect, compile, analyse and generate statistical, aggregated and de-identified data relating to the use, performance and operation of the Platform and Services, including through the use of analytics tools, machine learning and AI Systems (“Insights”).
  2. The Customer agrees that C-Link may use, reproduce, adapt, commercialise and disclose Insights for improving, developing and promoting the Platform and Services and for inclusion in external-facing data products made available to other users of the Platform or to third parties. Nothing in this clause limits C-Link’s obligations under applicable Data Protection Laws or clause 8.
  3. C-Link will take reasonable steps to ensure that Insights:
    1. do not identify the Customer or any individual;
    2. do not include Personal Data;
    3. do not identify any particular Customer, User, project or subcontractor, or any Customer’s confidential pricing information; and
    4. cannot reasonably be reverse engineered to identify the Customer, its Users or any confidential information.
  4. To the extent permitted by law, all Intellectual Property Rights in the Insights vest in and are owned by C-Link.
  5. Nothing in this clause permits C-Link to use Customer Data in a form that is identifiable as originating from the Customer, except as otherwise expressly permitted under this Agreement.

SECURITY

C-Link has implemented and will maintain an information security program that uses appropriate physical, technical and organisational measures designed to protect Customer Data and Personal Data from unauthorised access, destruction, use, modification or disclosure.

PUBLICITY
1. C-Link may identify the Customer as a recipient of Services and use the Customer’s name and corporate logo in sales presentations, marketing materials, case studies and press releases for marketing or promotional purposes.
2. C-Link may develop a brief customer profile for use by C-Link on our Site and Platform, or other EstimateOne Group marketing materials (for example, “Featured Projects” or “Customer Stories”). The Customer agrees that C-Link and other Group companies may use its name and logo for these purposes.

FEES
1. Payment
  1. The Customer must pay any Fees applicable to their account type or service tier as set out on our Site, Order Document or renewal notice at the time you submit your order as updated from time to time.
  2. Fees will be automatically paid by the due date for payment via the payment method nominated by us from time to time which may include credit card, debit card, bank account, PayPal or any other payment method approved by C-Link. Any amounts payable by the Customer under this Agreement not automatically paid in this manner shall be invoiced directly to the Customer and shall be due and payable in accordance with the period displayed on the invoice in alignment with the Agreement. In case of any disputes over invoiced amounts, the Customer must notify C-Link in writing within 30 days of the invoice date, detailing the disputed amount and reasons. C-Link will investigate and seek to resolve the dispute within 15 days of receipt.
  3. All Fees are fixed for the length of each Subscription Term. C-Link can vary Fees for any further Subscription Term by giving the Customer notice of the new Fees at least 45 days before the end of the current term.
2. Taxes
  1. All amounts payable by the Customer under this Agreement, including but not limited to the Fees, exclude all applicable value added tax and any other applicable taxes, duties, levies or charges, which will be payable by the Customer at the applicable rate at the time of charging, unless expressly stated otherwise.
  2. If VAT is chargeable on any supply made under this Agreement, C-Link may invoice the Customer for an additional amount equal to the VAT chargeable on that supply. The Customer must pay that amount at the same time as the amount payable for the relevant supply, subject to receipt of a valid VAT invoice from C-Link.
3. Consequences of non-payment or insolvency
  1. Without limiting C-Link’s rights of termination, if the Customer does not pay any amount payable under this Agreement, or is subject to an Insolvency Event, C-Link may (regardless of whether it exercises any cancellation or termination right):
    1. charge the Customer interest on all overdue amounts at the Interest Rate calculated daily from the due date for payment until paid in full;
    2. require the Customer to pay all costs incurred by C-Link in recovering or attempting to recover the outstanding amount including (without limitation) legal or debt collection costs; and
    3. suspend the Customer’s right to use and access to the Services (without prejudice to its right to terminate this Agreement) and access to any Customer Data, until such time as all outstanding amounts are paid in full.

CONFIDENTIALITY
1. The Customer acknowledges that:
  1. information provided to the Customer under this Agreement that is confidential in nature or is identified as confidential may only be used by the Customer for its own internal business purposes, unless otherwise permitted by C-Link in writing or as contemplated by the functionality of the Services; and
  2. information contained in the Platform and the Services is proprietary information belonging to C-Link or is otherwise licensed to C-Link by third parties. The Customer must not disclose, reproduce, edit, copy, modify, republish, upload, transmit or distribute in any way the content made available to the Customer by C-Link or through the Platform and the Services to any other person except as expressly permitted by this Agreement or as contemplated by the functionality of the Services. This includes code and software developed, produced or utilised by C-Link, as well as any email correspondence and the content of the Site and the Platform.
  3. The Customer acknowledges that the Services are designed to facilitate the sharing of information between users in connection with construction projects, tendering, procurement, contract management and supply-chain collaboration. Where the Customer submits, publishes, transmits or otherwise shares Customer Data or other information through functionality intended to make that information available to other users, C-Link may make that information available to those users only to the extent contemplated by the relevant functionality and subject to any applicable access controls, user permissions, confidentiality settings and sharing settings within the Services.
  4. Information does not cease to be confidential merely because it is shared with another user through the Services.
2. The Customer acknowledges that a breach of this clause 11 may cause C-Link irreparable harm for which damages may not be an adequate remedy. C-Link may seek injunctive or other equitable relief in respect of any breach by the Customer of this clause, in addition to any other remedies available to C-Link under this Agreement or at law.

THIRD-PARTY INTEGRATIONS
1. Unless otherwise indicated, integrations available through the Services, including integrations with business registry, e-signature, project management, document management and other third-party systems or services, are third-party products (“Third-Party Integrations”). These services may be subject to a separate licence agreement between you and the relevant product owner to which C-Link is not a party. Your use of those Third-Party Integrations is subject to the terms and conditions of those third parties. It is your responsibility to familiarise yourself with and comply with any applicable third-party terms.
2. To the extent permitted by law, C-Link accepts no liability in respect of such Third-Party Integrations or the information provided by any of them and provides no warranty and gives no endorsement in respect of such products, information or any party connected with them. C-Link will not be responsible for any issues arising from the use of Third-Party Integrations, including compatibility, security, or performance issues or the accuracy, adequacy or completeness of information provided through Third-Party Integrations.

DISCLAIMERS
1. Please read this clause carefully since it limits our liability to you. Each sub-clause below applies to the maximum extent permitted by applicable law. Nothing in this clause excludes or limits any liability which cannot lawfully be excluded or limited.
2. References to liability in clauses 13 and 14 include every kind of liability arising out of or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
3. To the extent permitted by law, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this Agreement. Further, C-Link does not warrant the accuracy, adequacy or completeness of the information in the Platform or provided through the Services. C-Link does not accept responsibility for Loss suffered as a result of the Customer’s reliance upon the accuracy or currency of information contained in the Platform or the Services, whether created by C-Link or another user of the Platform.
4. Nothing in this Agreement excludes or limits C-Link’s liability for:
  1. death or personal injury caused by C-Link’s negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability which cannot lawfully be excluded or limited.
5. Subject to clause 13.4, C-Link does not accept any responsibility, and shall not be liable for:
  1. any loss or damage, however caused which a Customer may directly or indirectly suffer in connection with the use of the Platform, the Services or any linked website;
  2. any loss or damage arising out of the use of or reliance on information contained on or accessed through the Platform or the Services;
  3. any loss or damage caused due to the loss or corruption of any data that is provided to us in the course of the use of the Platform or the Services;
  4. any damage to any computer equipment or other property due to access to, or use of the Platform or downloading of any material from the Platform;
  5. any interruptions or errors in access to the Platform or the Services or the accuracy, timeliness, completeness, security or reliability of any communications (including, without limitation, any transactions) made through or in relation to the Platform or the Services between you and C-Link or another user of the Services; or
  6. any loss or damage which a Customer may directly or indirectly suffer arising from suspensions or restrictions made in good faith on the basis of suspected unreasonable use or breaches of this Agreement.
6. Subject to clause 13.4, C-Link will not be liable to you for any Consequential Loss.
7. While C-Link takes reasonable care to provide the Services to you, C-Link does not guarantee that the Platform or the Services will be free from errors or viruses, or that access to the Platform or the Services will function as intended or uninterrupted. The Customer must take its own precautions to ensure that accessing the Platform or the Services does not expose its systems, computer equipment or other property to viruses, malicious computer code or other forms of interference or damage.
8. Data transmissions over the internet cannot be guaranteed to be totally secure. While C-Link strives to protect such information, C-Link does not warrant and cannot ensure the security of any information which is transmitted to C-Link. Accordingly, any information which is transmitted to C-Link is transmitted at your own risk. Nevertheless, once C-Link receives your transmission, C-Link will take reasonable steps to preserve the security of such information.
9. The Platform’s ‘Specifinder’ feature allows suppliers to indicate that certain of their products are “as specified” or “equivalent to (as specified)” in the requirements in applicable project documents, based on the suppliers’ own review and consideration of project documents. If you are a Supplier Customer, you must use due care and act in good faith in making any such nomination, including by reviewing any relevant project documents prior to making any such nomination. We do not assess or verify whether any indicated products are “as specified” or “equivalent” to the requirements in the project documents, or whether the products are otherwise fit for purpose. Further we make no assurances in relation to the accuracy, reliability or completeness of the results of Specifinder searches of project documents. Consequently, any reliance on any Specifinder-related information is at the Customer’s own risk. We disclaim all liability for any damages or Losses arising from the use of Specifinder-related information, including product searches, use of products identified as “as specified” or “equivalent to (as specified)”, including but not limited to their non-compliance with project requirements or their unsuitability for the intended purpose. You must review and consider the suitability of any suppliers and their products for your purposes, and equivalency to project requirements and we disclaim any liability arising out of your selection of a supplier and/or any products.
10. The Platform and the Services are intended for commercial use only. They are not intended for consumers.
11. For the provisions governing AI-generated Output and Intel, including the Customer’s responsibilities and C-Link’s disclaimers of liability in connection with the use of AI-assisted features, see clause 6.13.
12. The Platform may facilitate interactions between Customers and other users in connection with tendering, procurement, quotations, supplier selection, approvals, recommendations, contract preparation, contract administration, execution and related workflows.
13. C-Link acts solely as a provider of the Platform and Services and is not a party to any legal or commercial relationship, contract or transaction between Customers or other users of the Platform. C-Link does not determine or verify the validity, enforceability or commercial suitability of any such relationship, contract or transaction.
14. C-Link is not involved in, and is not responsible for, any payment or other financial obligation between Customers or other users of the Platform.
15. C-Link has no obligation to investigate, mediate, determine or adjudicate any dispute between Customers or other users of the Platform.
16. The Customer remains solely responsible for its own tendering, procurement and contracting decisions and for reviewing and approving all documents, transactions and decisions for which it is responsible before they are issued, approved or executed.

LIMITATION OF LIABILITY
1. If a Claim is made against C-Link in respect of any Special Claim, C-Link’s aggregate liability under this Agreement in respect of all Special Claims shall not exceed the lesser of: (i) two times (2x) the Fees paid to C-Link for the Services giving rise to the Special Claim during the twelve (12) months preceding the first event giving rise to the Special Claim; and (ii) £25,000. For Special Claims arising during a free trial for which no Fees are payable, the foregoing fee-based formula shall not apply and C-Link’s aggregate liability for Special Claims shall not exceed £1,000. Nothing in this clause excludes or limits liability to the extent it cannot lawfully be excluded or limited.
2. To the extent that C-Link’s liability is not otherwise excluded or limited by this Agreement, and subject to clause 13.4 and the other terms of this clause 14, C-Link’s aggregate liability arising out of or in connection with this Agreement shall not exceed the greater of: (i) one times (1x) the Fees paid to C-Link for the Services giving rise to the Claim during the twelve (12) months preceding the first event giving rise to the Claim; and (ii) £500
3. The Customer is not entitled to recover Loss or obtain payment more than once in respect of any liability or Loss that gives rise to more than one Claim by the Customer under this Agreement.
4. Nothing in this clause 14 limits the Customer’s payment obligations under this Agreement.

WARRANTIES
1. The Customer represents and warrants to C-Link that:
  1. it has all right, title and interest, or the authority, necessary to enter into and perform its obligations under this Agreement;
  2. all information, data, documents, materials and content provided to C-Link, uploaded to or entered into the Platform, provided to other users of the Platform or otherwise provided as part of the Services:
    1. will be complete, current and accurate and not misleading in any way;
    2. will not infringe the Intellectual Property Rights or other rights of any person; and
    3. may lawfully be provided, uploaded, used, processed and shared through the Platform and the Services as contemplated by this Agreement.

INDEMNITY BY CUSTOMER
1. The Customer hereby indemnifies the Indemnified Parties, and shall keep each of them indemnified, to the fullest extent permitted by applicable law, against any Claim made against an Indemnified Party or any Loss (including reasonable legal costs and expenses) suffered or incurred by an Indemnified Party which arises from or in respect of:
  1. any negligent or wilful acts or omissions, theft, misuse, fraud or misconduct committed by the Customer or its officers, directors, employees, agents, representatives, delegates, or contractors, in using the Services;
  2. any Claim against C-Link or any EstimateOne Group company by any third party in respect of any data, materials or content uploaded or provided by the Customer through the Platform; and
  3. any third-party Claim arising from the Customer’s use of the Services or any breach by the Customer of its representations, warranties or obligations under this Agreement, including any Claim relating to data protection or privacy, infringement of Intellectual Property Rights or other third-party rights, misuse of the Platform, or the Customer’s procurement, contracting or other activities conducted through the Services.
2. The Customer’s liability under this clause 16 shall be reduced to the extent that any act or omission of the Indemnified Parties contributed to the relevant Loss or Claim.
3. Neither party shall be liable for any Consequential Loss suffered or incurred by the other party except to the extent expressly set out in this Agreement.
4. Nothing in this clause 16 requires the Customer to indemnify C-Link for Losses to the extent caused by C-Link’s own negligence, breach of this Agreement or wilful misconduct.

INDEMNITY BY C-LINK
1. C-Link shall defend and indemnify the Customer from and against any Claim or Loss (including reasonable legal costs and expenses) arising from any third-party claim alleging that the Platform, when used by the Customer in accordance with this Agreement, infringes a third-party’s Intellectual Property Right (an “Infringement Claim”). C-Link will also pay any damages, settlement amounts or costs (including reasonable legal fees) finally awarded by a court of competent jurisdiction in connection with such Infringement Claim.
2. C-Link’s obligations in clause 17.1 are subject to Customer providing:
  1. prompt written notice of the Infringement Claim (in any event within a reasonable time) to avoid prejudicing C-Link’s defence;
  2. the exclusive right to control and direct the investigation, defence and settlement of the Infringement Claim; and
  3. all reasonably requested cooperation, with C-Link reimbursing the Customer’s reasonable out-of-pocket expenses incurred in providing such cooperation.
3. Customer may not make any admissions or settle an Infringement Claim without C-Link’s prior written consent. C-Link may not settle an Infringement Claim without Customer’s prior written consent if settlement would require the Customer to admit liability, make a payment, or undertake any ongoing obligation other than ceasing use of the affected part of the Platform.
4. In response to an actual or potential Infringement Claim, C-Link may, at its option:
  1. secure rights for Customer’s continued use of the Platform;
  2. replace or modify the alleged infringing portion of the Platform so that it is non-infringing while maintaining substantially equivalent functionality; or
  3. terminate the Customer’s access to and subscription for the affected Service and refund to the Customer any prepaid, unused Fees and Unlock Credits attributable to that Service for the remaining portion of the applicable Subscription Term.
5. C-Link’s obligations in this clause 17 (Indemnification by C-Link) do not apply to the extent an Infringement Claim arises from:
  1. Customer’s unauthorised modification or use of the Platform;
  2. use of the Platform in combination with software, data, or services not supplied or approved by C-Link; or
  3. any Third-Party Integrations or Customer Data, or instructions provided by the Customer.
6. This Clause 17 (Indemnification by C-Link) sets out Customer’s sole and exclusive remedy and C-Link’s entire liability regarding infringement of third-party Intellectual Property Rights.

TERMINATION
1. Either party may terminate this Agreement or, where the relevant event relates only to a particular Service, the Customer’s access to and subscription for that Service, in the event that:
  1. the other party commits a material breach of this Agreement (including a material breach of the reasonable use restrictions in clause 6.7) and, where such breach is capable of remedy, fails to remedy the breach within 30 days of receiving written notice from the other party; or
  2. Customer notifies C-Link it does not accept a material amendment to these terms under clause 20.6 within 30 days of receiving written notice of amendments.
2. If Customer terminates this Agreement or its subscription to a particular Service in accordance with clause 18.1, C-Link will refund to Customer any prepaid, unused Fees attributable to the terminated Agreement or Service, as applicable. Termination of a particular Service will not terminate this Agreement or the Customer’s access to any other Services to which the Customer remains entitled. Where the entire Agreement is terminated, the Customer will lose access to its Platform account and the Services.
3. The Customer may terminate or elect not to renew its subscription to a Service in accordance with clause 5. Any unpaid amounts for the then-current Subscription Term for that Service will remain due and payable. The Customer will retain access to that Service for the remainder of the applicable Subscription Term. Termination or non-renewal of one Service does not terminate this Agreement or affect the Customer’s access to any other Service to which it remains entitled. Except where the Customer terminates in accordance with clause 18.1, C-Link shall not be liable to refund any Fee (or part thereof) paid in advance for the relevant Service during the applicable Subscription Term.
4. The Customer is responsible for downloading or otherwise keeping a copy of any Customer Data it wishes to retain before its access to the relevant Service ends. The Platform does not generally provide self-service data export functionality. Some Services may allow certain information to be downloaded, but otherwise the Customer may need to download or manually collect the information available to it through the Services. Following termination or expiry of the Customer’s access to a Service, C-Link may, at its discretion and on a case-by-case basis, at the Customer’s request and subject to the continued availability of the relevant Customer Data, provide the Customer with temporary access to, or an export of, that Customer Data. C-Link may charge a reasonable fee for providing such access or export. This clause 18.4 is subject to Schedule 2 and to C-Link’s obligations under applicable Data Protection Laws in respect of Personal Data processed on the Customer’s behalf. Subject to those obligations, the expiry or termination of the Customer’s access to a Service does not require C-Link to delete Customer Data that it is entitled or required to retain under this Agreement or applicable law. Customer Data that C-Link is not entitled or required to retain will be deleted in accordance with section 8 of Schedule 1.
5. Termination of this Agreement does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Agreement that existed at or before the date of termination, or the obligation to pay any outstanding or accrued Fees.

DISPUTES
1. If a dispute arises between the parties, the party claiming the dispute must notify the other party in writing of the nature of the dispute and provide details sufficient for the other party to understand the claim (“Dispute Notice”). Where applicable, the Dispute Notice should contain any relevant evidence to corroborate allegations made in the Dispute Notice.
2. If a dispute (excluding a failure to pay undisputed Fees or any other amount when due and payable) has not been resolved between the parties within 14 days of service of a Dispute Notice, the dispute must be submitted to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, which is deemed incorporated by reference into this clause. The parties will each bear the costs of such mediation equally. Mediation under this clause will not prevent either party from pursuing its legal rights where delay would be unreasonable or cause material prejudice. Nothing in this clause prevents C-Link from taking immediate legal action to recover any undisputed Fees or other amounts due under this Agreement.
3. Neither party may commence court proceedings or other similar action relating to a dispute unless it has complied with the dispute resolution procedure above, except that nothing in this Agreement prevents a party from seeking payment of outstanding Fees or equitable or injunctive relief.

GENERAL PROVISIONS
1. C-Link not an agent – The Customer and C-Link are independent contracting entities. By operating the Platform and providing the Services, C-Link is not acting as an agent for you or any other party and these Terms of Use do not create any relationship of partnership, joint venture, fiduciary, or employer and employee or otherwise.
2. Force Majeure – If a Force Majeure Event occurs and C-Link is not able to perform its obligations under this Agreement in whole or in part, then, C-Link’s obligations will be suspended for as long as the Force Majeure Event prevents performance. If the Force Majeure Event continues for more than 30 days, either party may terminate this Agreement upon written notice.
3. Assignment
  1. The Customer must not assign, transfer or otherwise deal with any of its rights or obligations under this Agreement without C-Link’s prior written consent.
  2. C-Link may assign, transfer or otherwise deal with any of its rights or obligations under this Agreement, in whole or in part, without the Customer’s consent, including in connection with a reorganisation, sale of its business or assets, merger or other corporate transaction.
4. Subcontracting – C-Link may (at its discretion) appoint a subcontractor in relation to any of its rights or obligations under this Agreement.
5. Links – A Customer must not publish a link to any part of the Platform without C-Link’s prior written consent.
6. Amendments
  1. C-Link may change this Agreement from time to time as reasonably necessary. If C-Link does so, C-Link will post the revised terms on the Site and Platform. C-Link may also give notice by other means, such as a message in the C-Link Platform application or by way of email. Subject to the notice requirements below in respect of material amendments, amendments will be effective immediately upon publication on the Platform. The Customer accepts that by doing this, C-Link has provided sufficient notice of the variation. The continued use of the Services following such notification will represent an agreement to be bound by this Agreement as amended.
  2. When an amendment constitutes a material change (meaning one that substantially alters the fundamental rights or obligations of either party), C-Link will give the Customer at least 30 days’ prior written notice. If the Customer does not accept the amendment, it may terminate the Agreement or, where the material change relates only to a particular Service, its subscription for that Service, before the effective date of the change. Continued use of the Services after the notice period constitutes acceptance of the updated Terms.
7. Waiver – No failure to exercise or delay in exercising any right under this Agreement constitutes a waiver and any right may be exercised in the future. Waiver of any of this Agreement must be in writing and is only effective to the extent set out in that written waiver.
8. Severability – If any provision of this Agreement is void, unenforceable or illegal and would not be so if words were omitted, then those words are to be severed and if this cannot be done, the entire provision is to be severed from this Agreement without affecting the validity or enforceability of the remaining provisions.
9. Notice
  1. Any notice (including a Dispute Notice) or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if sent by: (a) email or mail to C-Link via the email address or postal address provided below; or (b) for the Customer, to the email address or postal address listed in your account or as set out in the Order Document.
  2. Notice shall be deemed received (i) if sent by email, on the date of transmission, provided that no “bounce back” or other notification of non-delivery is received by the sender; or (ii) if sent by mail, on the third business day after the date of posting.
    1. For C-Link: to legal@C-Link.com or addressed to Construction Link Ltd, 85 Great Portland Street, First Floor, London W1W 7LT, United Kingdom.
    2. For the Customer: To the primary email address or postal address listed in your Platform account.
  3. Each party shall promptly notify the other of any change to its contact information. Failure to do so shall not invalidate the effectiveness of any notice sent to the last provided email or postal address.
10. Survival – The termination or expiry of this Agreement shall not affect the continuing operation of any provisions that, by their nature, are intended to survive. Without limiting the foregoing, the following clauses shall survive the termination or expiry of this Agreement and remain in full force and effect: clauses 1 (Parties), 2 (Definitions), 3 (Interpretation), 4 (Terms of this Agreement), 7 (Intellectual Property and Privacy), 9 (Publicity), 10 (Fees), 11 (Confidentiality), 13 (Disclaimers), 14 (Limitation of Liability), 16 (Indemnity by Customer), 18 (Termination), 19 (Disputes), 20 (General Provisions). Any accrued rights, remedies, or obligations of the parties existing prior to termination or expiry shall also survive.
11. Entire agreement – This Agreement constitutes the entire agreement between you and C-Link in respect of the subject matter and supersedes all previous communications, representations, understandings or agreements.
12. Governing law – This Agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it or its subject matter or formation are governed by the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1 Service Levels

Introduction – This Service Level Schedule (“SLS”) sets out the service level commitments that apply to the Platform and Services made available by C-Link to the Customer under the Agreement. These service level commitments apply consistently to all Services, including the E1 and C-Link Platforms. For a free trial, the service level commitments in this Schedule 1 apply only where expressly agreed in the trial Order Document or trial registration confirmation; otherwise C-Link will provide reasonable support during the trial without committing to the service levels in this Schedule.
Definitions – In this SLS, unless otherwise indicated, defined terms are as set out in the Terms of Use. Any terms not defined in the Terms of Use are defined below:
1. Customer Success Manager means the nominated employee of C-Link who manages the relationship with the Customer, as set out in the Order Document.
2. Operational Fault means a failure of the Platform to operate in all material respects in accordance with its specification, including operational failure, error, or degradation of performance.
3. Out-of-scope Services means support services C-Link is not required to provide, including issues caused by Customer systems, improper use, or third-party technology.
4. Primary Contact means the nominated employee of the Customer who manages the relationship with C-Link, as set out in the Order Document.
5. SLS means this Service Level Schedule.
6. Support Request means a request for support relating to an Operational Fault or technical issue submitted via the support channels in this Schedule.
Hours of Service – C-Link shall use its reasonable endeavours to make the Platform available to the Customer 24 hours per day, 365 days per year, subject to Scheduled Maintenance, the exclusions from Downtime in section 7 and any Force Majeure Event.
Standard Support Hours
1. Standard support hours at C-Link are: Monday to Friday, 9am–5pm UK time (excluding UK bank holidays) (“Standard Support Hours”).
2. All C-Link support enquiries should be directed in the first instance by email to support@c-link.com. C-Link does not provide telephone support.
3. We will use our reasonable endeavours to respond to email enquiries and fault reports received during Standard Support Hours in accordance with the response times set out in the Customer’s agreed support plan (as specified in the applicable Order Document or subscription) or, where no response times are specified, as soon as reasonably practicable, in each case having regard to the priority of the relevant Support Request under section 4.5.
4. Support Fees: Support during Standard Support Hours is included in the Fees set out in the Proposal. Support outside Standard Support Hours or Out-of-scope Services may be charged at C-Link’s applicable time-and-materials rates.
5. Prioritisation: C-Link will prioritise Support Requests based on its reasonable assessment of severity as Critical, High, Medium, or Low impact.
Escalation Procedures – In the event of the Customer encountering a Technical Issue, the following escalation process shall apply:
1. During Standard Support Hours (C-Link):
  1. Contact the C-Link Client Support Team by email to support@c-link.com. Customer will be assigned a ticket immediately and will be contacted in accordance with section 4.3; and
  2. First escalation: the Customer Success Manager. Further escalation may be made to senior management as notified from time to time.
Scheduled Maintenance – Should C-Link need to disable access to the Platform in order to improve the technical infrastructure (“Scheduled Maintenance”), such maintenance will, where reasonably possible, be conducted pursuant to the following conditions:
1. the Scheduled Maintenance is timed either between 12:00 a.m. and 5:00 a.m. (UK time) Monday to Saturday, or at any time on a Sunday;
2. C-Link will use its reasonable endeavours to ensure that any Scheduled Maintenance period lasts no longer than four (4) hours; and
3. C-Link will give at least 24 hours’ notice via email or within the Platform to the Primary Contact of the Customer regarding the proposed Scheduled Maintenance.
Target Service Availability
1. The target uptime for the Platform covered by this SLS is 99.5% per calendar month.
2. Platform Availability is defined as the percentage of time Platform is available to the Customer during the course of a month. Platform Availability is calculated in accordance with the following formula: Platform Availability for Month = ((T – D) x 100) / T, Where: T means the total number of minutes in the relevant calendar month; and D means total recorded Downtime minutes, excluding maintenance windows and events outside C-Link’s reasonable control.
3. Downtime is defined as any interruption to Platform Availability that exceeds 180 seconds, but does not include interruptions resulting from:
  1. planned outages for Scheduled Maintenance;
  2. network outages caused by other carriers;
  3. a Force Majeure event;
  4. any other circumstances outside the reasonable control of C-Link, including without limitation virus attacks or hackers, or inability to obtain raw materials, supplies or power used in the provision of this SLS;
  5. any acts or omissions of the Customer (or acts or omissions of others engaged or authorised by the Customer), including, without limitation, custom scripting or coding, any negligence, wilful misconduct, or use of the Platform in breach of this Terms of Use; and
  6. email delivery delays of any kind caused by spam filtering, delays with third party networks, 3rd party software, telecommunication services and IP Blacklisting.
4. C-Link measures Platform Availability at the service delivery point where the internet interfaces with the C-Link router within the C-Link data centre through which the Platform are provided.
5. Platform availability information may be published via C-Link’s applicable status page.
6. C-Link will use commercially reasonable endeavours to ensure that the Platform remains available with minimal interruption, excluding periods of Scheduled Maintenance, emergency maintenance, or circumstances beyond C-Link’s reasonable control (including internet or hosting provider outages).
Backups, Retention and Deletion
1. C-Link takes backups of the Platform databases on a daily, weekly, monthly and annual basis. Database backups are retained for no longer than one year, are immutable and cannot be selectively altered or deleted.
2. C-Link does not use backups to revert customer-initiated destructive changes, such as uploaded files or packages overwritten using scripts, or deleted contacts, quotes, projects, or lists. In cases of customer error or account breaches due to insufficient security measures, data restoration from backups will not be provided. Customer should ensure that it at all times maintains backups of all Customer Data and information uploaded and inputted to the platform.
3. In the event of a major technical issue, C-Link will use commercially reasonable endeavours to restore the Platform and associated data from the most recent uncompromised backup.
4. Requests by the Customer to delete Customer Data are handled manually by C-Link. Customer Data deleted from the Platform’s active systems is initially soft-deleted, meaning that it is removed from ordinary use and access through the Platform but can be recovered for a limited period. C-Link will then permanently delete that Customer Data within a reasonable period, subject to any retention required by applicable law and, in respect of Personal Data processed on the Customer’s behalf, in accordance with Schedule 2.
5. Customer Data deleted from active systems may remain in database backups until those backups expire in accordance with section 8.1. Backups are put beyond ordinary use and are used only to restore the Platform under section 8.3. If C-Link restores the Platform or any data from a backup, any Customer Data that was deleted before the restoration will be deleted again.
6. Documents uploaded to the Platform are replicated in two storage locations. These document replicas are not subject to the database backup cycle and, on the Customer’s request, C-Link will manually delete the relevant documents from both locations.

Schedule 2 Data Processing Addendum

Where C-Link processes Personal Data contained in Customer Data as a processor on behalf of the Customer, C-Link shall:
1. process Personal Data contained in Customer Data only on the Customer’s documented instructions, including as necessary to provide the Services and perform its obligations under this Agreement, unless otherwise required by applicable law, in which case C-Link shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
2. ensure that its personnel who have access to such Customer Data are committed to binding obligations of confidentiality when processing such Customer Data;
3. implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including as set out in clause 8 (Security) of this Agreement;
4. notify the Customer without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed by C-Link on behalf of the Customer;
5. at the Customer’s choice, delete or return Personal Data processed on behalf of the Customer following termination or expiry of the relevant Services, unless applicable law requires C-Link to retain such Personal Data;
6. taking into account the nature of the processing and the information available to C-Link, provide the Customer with such reasonable assistance as is required to enable the Customer to comply with its obligations under Articles 32 to 36 of the UK GDPR or EU GDPR, as applicable;
7. notify the Customer without undue delay if C-Link receives a request from a data subject to exercise their rights under the Data Protection Laws in relation to Personal Data processed by C-Link on behalf of the Customer, and not respond to that request except on the Customer’s documented instructions or as required by applicable law;
8. taking into account the nature of the processing, provide the Customer with reasonable assistance, by appropriate technical and organisational measures insofar as possible, to enable the Customer to respond to requests from data subjects exercising their rights under the Data Protection Laws; and
9. immediately inform the Customer if, in C-Link’s opinion, an instruction given by the Customer infringes the Data Protection Laws.
The Customer gives C-Link general authorisation to engage sub-processors to process Personal Data on the Customer’s behalf. C-Link will maintain a list of its current sub-processors and make that list available to the Customer. C-Link will give the Customer at least 30 days’ prior notice of any intended addition or replacement of a sub-processor, thereby giving the Customer an opportunity to object to the change on reasonable data protection grounds.
Sub-processors shall be required to enter into written agreements imposing data protection obligations substantially equivalent to those set out in this Schedule 2, to the extent required by applicable Data Protection Laws. C-Link shall remain liable to the Customer for the performance of each sub-processor’s data protection obligations.
C-Link shall make available to the Customer such information as is reasonably necessary to demonstrate compliance with its obligations under this Schedule 2. Where such information is not sufficient to demonstrate compliance, C-Link shall allow for and contribute to reasonable audits or inspections by the Customer or an independent auditor appointed by the Customer, subject to reasonable prior notice, appropriate confidentiality obligations and reasonable measures to minimise disruption to C-Link’s business.
1. Unless required by a supervisory authority or following a Personal Data Breach affecting Personal Data processed on behalf of the Customer, the Customer may exercise its audit rights under this clause no more than once in any twelve-month period.
If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of Customer Data by the other party or to either party’s compliance with the Data Protection Laws, it shall as soon as reasonably practicable notify the other party and it shall provide the other party with reasonable cooperation and assistance in relation to any such complaint, notice or communication.
Following expiry or termination of the relevant Services, C-Link shall, at the Customer’s choice, return or delete Personal Data processed on the Customer’s behalf and delete existing copies, unless applicable law requires the storage of that Personal Data. Return may be effected by making the Personal Data available for download through the Services or by such other reasonable means as the parties agree. Deletion of Personal Data from C-Link’s active systems and document storage will be carried out as described in section 8 of Schedule 1. Copies held in database backups will be put beyond ordinary use and will be deleted when those backups expire in accordance with C-Link’s backup retention cycle (which does not exceed one year), unless continued storage is required by applicable law. Clause 18.4 applies to the export of Customer Data but does not limit the Customer’s rights under this paragraph 6 in respect of Personal Data processed on its behalf.
Data Transfers
1. Where C-Link or its authorised Group Companies or sub-processors access, process or transfer Personal Data outside the UK or EEA, C-Link shall ensure that the relevant transfers comply with applicable Data Protection Laws. In particular, where a restricted transfer is not covered by an applicable adequacy decision or regulation, C-Link shall put in place the appropriate transfer mechanism (which may include the EU Standard Contractual Clauses, the UK International Data Transfer Agreement or UK Addendum, as applicable), and carry out any required transfer risk assessment. Transfers between the EEA and the UK may rely on an applicable adequacy decision. Any access to Personal Data by an Australian Group Company shall be subject to the applicable transfer requirements under Data Protection Laws and the arrangements in place between the relevant Group Companies, including any required transfer mechanism and assessment.
Processing Details Table

Processing Details:
Purpose:	Processing of Customer Data as necessary to provide the Services to the Customer and perform C-Link’s obligations under the Agreement.
Scope of the processing:	C-Link will process Customer Data only as necessary for providing the Services. C-Link will process only such Customer Data as is provided (or made accessible) by the Customer.
Nature of processing/ data processing Activities:	Customer Data transferred through the Platform will be processed in accordance with applicable laws and this Agreement, and may be subject to the following Processing operations: collecting, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Categories of data subject:	Customer personnel and users, and personnel, representatives and contacts of contractors, subcontractors, suppliers and other organisations whose Personal Data is processed through the Services.
Categories of personal data:	Name and contact details, including email address, postal address and telephone number; Job title, role, employer or associated business entity;Account and user identification information; andPersonal Data contained in tender, procurement, project, contract and other documentation submitted to or processed through the Services.
Sensitive data:	The Services are not intended for the processing of special category Personal Data or Personal Data relating to criminal convictions and offences, and the Customer must not submit such data through the Services unless expressly agreed with C-Link.
Frequency of transfer	Customer Data might be transferred on a one-off or on a continuous basis, depending on the purpose of transfer, and the Customer’s use of the Services.
Duration of processing:	C-Link will provide processing services to the Customer until all Customer Data is returned to the Customer or deleted in accordance with the Agreement.
Retention period	For the duration of the relevant Services and, following expiry or termination, until the Personal Data is returned or deleted in accordance with paragraph 6 of this Schedule 2. Personal Data deleted from active systems is initially soft-deleted and is then permanently deleted as described in section 8 of Schedule 1. Copies held in database backups are put beyond ordinary use and expire in accordance with C-Link’s backup retention cycle, which does not exceed one year, unless continued storage is required by applicable law. If data is restored from a backup, previously deleted Personal Data is deleted again.
Location of the processing operations	Processing may take place in the United Kingdom and in other locations where authorised Group Companies or sub-processors provide services, including Australia where applicable, subject to the safeguards and transfer provisions in this Schedule 2. The actual locations and relevant sub-processors are to be maintained in C-Link’s sub-processor information.
Supplier’s Technical and Organisational measures:	As set out in clause 8 of this Agreement.
Competent Supervisory Authority	The UK Information Commissioner’s Office, and where the EU GDPR applies, the competent EU supervisory authority determined in accordance with applicable Data Protection Laws.

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