CEA-4 Master SaaS Terms
(v2025-08-22)

1. Definitions
“Order Form” means a signed or electronically accepted order referencing these Terms.
“Service” means the CEA-4 cloud services and pro features identified in the Order Form.
“Outputs” means reports, dashboards, KPIs, and other results generated by the Service.
“Customer Data” means data and content provided to or created in the Service by or for Customer.
“Data Region” means the storage/primary processing region(s) set in the Order Form.
“Term” as defined in the Order Form.
 
2. Access & Use
2.1 Grant. During the Term, Provider grants Customer a limited, non-exclusive, non-transferable right to access and use the Service for the scope stated in the Order Form; all other use is not permissible.
2.2 Accounts. Seats are individual; sharing credentials is prohibited. Customer is responsible for user activity and configuration.
 
3. Limitations of Service and Important “Do Nots”
3.1 Modelled estimates. The Service provides modelled estimates/decision-support and may contain errors.
3.2 Higher-risk uses. The Service is not designed for safety-critical or life/environment-protection decisions.
3.3 Customer and users must NOT: (a) present Outputs as final engineering, safety-critical, or code/permit-compliant designs without professional review; (b) use Outputs as the sole basis for investment, procurement, or decisions; (c) state or imply endorsement/certification by Provider, authorities, or standards bodies; (d) remove/obscure assumptions, limitations, version identifiers, or disclaimers; (e) resell, sublicense, or provide Outputs as a commercial service unless the Order Form expressly permits it; (f) reverse-engineer, bypass usage limits, or use the Service unlawfully; (h) copy or otherwise reproduce.
3.4. The Provider is entitled to update the Service at any time without advance notice to the Customer.
 
4. Customer Data; Content Ownership; Privacy
4.1 Ownership. Customer retains all rights in Customer Data, educational materials, and content created via the Service.
4.2 License to host. Customer grants Provider a non-exclusive license to host/process Customer Data solely to deliver, secure, and improve the Service; Provider may use aggregated/de-identified analytics.
4.3 Confidentiality. Each party must protect the other’s Confidential Information with reasonable care.
4.4 Data Region. Provider stores and primarily processes Customer Data within the Data Region indicated in the Order Form (e.g., CHE/EU). Replication may occur within the selected region for resiliency. Transient remote support access and approved subprocessors under valid transfer mechanisms do not change the Data Region.
4.5 DPA & Marketing. If Provider processes personal data for Customer, the Data Processing Addendum (DPA) referenced or attached is incorporated (EU GDPR/Swiss FADP baseline; PDPA notices for SG as applicable). Marketing emails are opt-in; users may unsubscribe at any time. Service/transactional emails are separate.
 
5. Resource Entitlements; Metering; Enforcement; Retention
5.1 Limits. Usage is subject to the Resource Entitlements in the Order Form (compute, storage, concurrency, runtime, egress, API, etc.).
5.2 Metering. Provider meters usage (e.g., vCPU/GPU-hours, storage GiB, egress, API calls). Metering records are conclusive absent manifest error.
5.3 Enforcement. Provider may throttle, queue, or terminate jobs to enforce limits, fair use, and system stability. If overages are allowed in the Order Form, they are billed at the stated rates; otherwise, jobs/writes beyond Limits are blocked.
5.4 Retention & Deletion. Post-termination retention follows the Order Form. After the retention window (if any), Provider may delete Customer Data from active systems and backups per its standard cycle.
 
6. Intellectual Property; Open Source
6.1 Service IP. The Service and documentation are owned by Provider or its licensors; no rights are granted except as explicitly set out herein.
6.2 Open Source. CEA-4 Core (see repository cited in the Order Form/Docs) is MIT-licensed; open-source notices apply to those components. CEA-4 Pro features are proprietary and licensed under these Terms.
6.3 Feedback. Provider may use suggestions/feedback without restriction.
 
7. Exclusion of Warranty
7.1 Educational/decision-support. The Service is intended for modelling and support tool based on certain assumptions only. Any Outputs require professional review by the Customer.
7.2 The Service is provided “as is” without warranties of any kind (including accuracy, fitness, merchantability, non-infringement, or uninterrupted availability).
7.3. The Customer alone is responsible for any use of the Outputs.
7.4. No SLA applies unless separately agreed in writing.
 
8. Exclusion of Liability
8.1 All liability of the Provider is excluded within the limits of the law. The Provider shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, including but not limited to financial damages or additional costs, lost profits,, anticipated savings, claims of contract parties or authorities, corruption of Customer Data, loss of goodwill, consequential damage.
 
9. Indemnities
9.1 By Customer. Customer will indemnify, defend, and hold harmless Provider and its personnel from claims, losses, liabilities, and costs (including reasonable legal fees) arising from: (a) misuse of the Service or (b) use and reliance on Outputs; (c) violation of law or third-party rights.
9.2 By Provider (IP). Provider will defend Customer against third-party claims that the Service as provided infringes IP rights and will pay finally awarded damages, provided Customer promptly notifies Provider and cooperates. Provider may modify, replace, or suspend the Service to avoid infringement. This does not apply to Customer Data, misuse, or combinations not supplied by Provider.
 
10. Fees; Taxes; POs; Payments
10.1 Fees & payment. Fees, currency, and payment terms are as set out in the Order Form.
10.2 Taxes. Fees are exclusive of taxes (including VAT/GST, sales/use, and withholding). Customer is responsible for such taxes other than taxes on Provider’s net income. Payments must be free of withholding; if withholding applies, Customer will gross-up unless a valid exemption applies.
10.3 PO terms. Any terms in a Customer purchase order, portal, or other document are rejected and have no effect, even if referenced for administrative convenience.
10.4 Late amounts. Overdue amounts may accrue interest at 1% per month (or the maximum permitted by law), plus reasonable collection costs.
 
11. Publicity; Non-Endorsement
Provider may list Customer name/logo only with prior written consent (or as checked on the Order Form). Use of third-party logos does not imply endorsement.
 
12. Export Controls; Sanctions; Anti-Corruption
Each party will comply with applicable export, re-export, sanctions, and anti-corruption laws; Customer represents it is not a prohibited party.
 
13. Term; Suspension; Termination
13.1 Term. The Term and renewal, if any, are in the Order Form.
13.2 Suspension. Provider may suspend access for non-payment, security risk, abuse, or legal compliance.
13.3 Termination for breach. Either party may terminate for material breach not cured within 14 days of written notice.
13.4 Effect. On termination/expiry, access ends; Sections 3–10, 12–16 survive and continue to have effect.
 
14. Governing Law & Dispute Resolution
As selected in the Order Form, the corresponding option in Schedule 1 (Governing Law & Dispute Resolution) applies and is incorporated.
 
15. Order of Precedence
If there is a conflict: (1) Order Form; (2) any Service-Specific Schedule or SLA referenced in the Order Form; (3) DPA (prevails for data-protection matters to the extent of conflict); (4) these Terms.
 
16. Miscellaneous
16.1. The parties shall not assign, transfer or otherwise deal with the contractual rights under this subscription without the prior written consent of the other party, such consent not to be unreasonably withheld, except to affiliates.
16.2. Any notice given under this contractual relationship must be sent by email to the email addresses designated in the Order Form. The addressee and contact details may be updated from time to time by a party giving notice of the update to the other party. Any notices sent to the email addresses indicated in this Section are deemed to have been received. However, a party receiving from the other party a notice must acknowledge receipt by email promptly.
16.3. If any provision of these Terms shall be judged to be invalid, illegal or unenforceable, that provision shall be deemed replaced by a commercially equivalent provision, and the remaining provisions of these Terms will remain in full force and effect.
16.4. The waiver of certain rights shall not be deemed a future waiver of such rights.
16.5. Amendments must be in writing and signed by both parties.