Terms & Conditions

End-User Licence Agreement for Professional Engineering Software  |  Version …  |  Version Effective Date: …

Preamble and Acceptance

IMPORTANT — PLEASE READ CAREFULLY BEFORE USING THE PROGRAM

This End-User Licence Agreement ("EULA" or "Agreement") is a legally binding contract between you ("User", "you", "your") and Formulize Ltd, a company registered in England and Wales with company number 15114266 and whose registered office is at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ ("Formulize", "the Company", "we", "us", "our"). Calculation tools, forms, and associated outputs on the formulize.io platform are collectively referred to as the "Program".

This Agreement is intended for use by suitably qualified engineering professionals acting in a business or professional capacity. Access by students enrolled in academic engineering programmes is governed by the Education Use Schedule (Schedule 4), which forms part of this Agreement and which, in the event of any conflict with the main body of this Agreement, prevails in respect of student users. Where you are a student user, the provisions of the Education Use Schedule modify the warranty, liability, and remedy provisions of this Agreement to comply with the Consumer Rights Act 2015 and other applicable consumer protection law.

By registering for, accessing, or using the Program, you confirm and warrant that:

(a) you are of legal age to enter into a binding contract in your jurisdiction;
(b) you are either:
 (i) a suitably qualified engineering professional acting in the course of a business, trade, or profession, and not as a consumer within the meaning of the Consumer Rights Act 2015; or
 (ii) a student aged 18 or over (as confirmed at registration), currently enrolled in a recognised undergraduate or postgraduate engineering programme at an academic institution (as self-declared in your Professional User Declaration), using the Program solely for educational purposes under the supervision of a qualified engineer or academic supervisor. Where you are a student user, you acknowledge that your statutory rights as a consumer under the Consumer Rights Act 2015 and other applicable consumer protection law are unaffected by this Agreement, and that the Education Use Schedule (Schedule 4) governs the modifications to this Agreement that apply to you;
(c) you have read and understood this Agreement in full; and
(d) you agree to be bound by all its terms and conditions.

If you do not meet either of the user criteria described in (b) above, you must not use the Program. Formulize reserves the right to suspend or terminate your account if it becomes aware that you are using the Program as a consumer or otherwise outside the scope of this Agreement.

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS FORMULIZE'S LIABILITY FOR:

(e) death or personal injury caused by Formulize's negligence;
(f) fraud or fraudulent misrepresentation; or
(g) any other liability that cannot be excluded or limited under applicable law.

Nature of the Program

The Program is a computational tool intended to assist suitably qualified engineering professionals, and engineering students enrolled in academic programmes, in performing structural and civil engineering calculations. The Program is not suitable for use by individuals who are neither qualified engineering professionals nor supervised engineering students.

You expressly acknowledge and agree that:

(h) the Program does not constitute professional engineering advice;
(i) no engineer-client, consultant-client, or professional advisory relationship is created between you and Formulize by virtue of your use of the Program;
(j) the Program is based on specific engineering design standards which may not be applicable in your jurisdiction (see the Design Standards Disclaimer below);
(k) the Program is not a substitute for the independent professional judgement of a qualified, licensed engineer; and
(l) the results produced by the Program are theoretical in nature and are subject to material limitations, as described in the Software and Usage Terms below.

Critical requirement: All outputs produced by the Program must be independently reviewed, verified, and validated by a competent, licensed professional engineer before being applied to any real-world design, construction, or safety-critical application. Formulize accepts no liability for any loss, damage, or injury arising from the application of Program outputs that have not been independently verified by a qualified professional.

Student users should refer to Schedule 4 (Education Use Schedule) for the specific terms applicable to educational use, including modified warranty and remedy provisions consistent with their statutory rights as consumers.

Professional User Declaration

Before accessing engineering calculations within the Program, you are required to submit a Professional User Declaration. By submitting that declaration, you confirm and warrant that:

1. You fall within one of the following two categories:

 (a) Professional track: You hold a recognised professional engineering qualification (or equivalent qualification in your field of practice) relevant to the type of calculations for which you intend to use the Program. Where requested, you will provide your professional body membership number, PE licence number, or equivalent credential number accurately and in good faith; or

 (b) Student track: You are aged 18 or over (as confirmed at registration) and currently enrolled in a recognised undergraduate or postgraduate engineering degree programme at an academic institution (as self-declared in your Professional User Declaration). By submitting this declaration on the Student Track, you confirm that:

  (i) you are currently enrolled at the institution and on the programme you have identified in your declaration, and your enrolment is ongoing and in good standing;
  (ii) your use of the Program is for educational and learning purposes only, under the supervision of a qualified engineer or academic supervisor, and you do not hold a professional engineering licence or qualification;
  (iii) you will not apply any output of the Program to any real-world design, construction, or safety-critical application without prior written review and approval by a qualified supervising engineer or academic supervisor;
  (iv) you accept sole responsibility for ensuring that any Program output you use in an academic submission, project, or assessment is reviewed by your supervising engineer or academic supervisor before submission or use;
  (v) you acknowledge that all printed reports generated under the Student Track carry a "STUDENT — NOT FOR PROFESSIONAL USE" watermark, that this watermark is an integral part of every printed output, and that you will not remove, obscure, or present any watermarked printed output as the work of a professional engineer or in any context that implies professional endorsement; and
  (vi) you will promptly update your Professional User Declaration in accordance with Schedule 4 (Education Use Schedule) upon graduation, withdrawal from your programme, or any other change in your enrolment status, and you will ensure that the information provided in your declaration remains accurate and up to date at all times.

Providing any false, fabricated, or materially misleading information in this declaration — including a false credential number, a fabricated institution name, or a non-existent degree programme — constitutes fraudulent misrepresentation. Formulize's liability to you is excluded in its entirety in such circumstances.
2. You understand the engineering principles and design standards underlying the calculations performed by the Program.
3. If you are a qualified professional, you will exercise independent professional judgement in assessing all outputs of the Program before applying them to any design or project. If you are a student, you will not apply any Program output to any real-world design, construction, or safety-critical application without prior review and approval by a qualified supervising engineer or academic supervisor.
4. You will not use the Program in place of the professional engineering services required by any applicable statute, regulation, or professional code of conduct in your jurisdiction.
5. You acknowledge that use of the Program does not satisfy any mandatory requirement under applicable law to engage a licensed or registered professional engineer.
6. You will ensure that any calculations produced using the Program are reviewed and validated by a suitably qualified and licensed professional engineer — or, in the case of student users, a qualified supervising engineer or academic supervisor — before being incorporated into any construction, design, or safety-critical document or decision.

Access to engineering calculations within the Program is disabled until this declaration has been submitted. Users will be prompted to re-confirm this declaration annually. Formulize reserves the right to suspend calculation access if a user fails to re-confirm within 30 days of the re-confirmation due date.

Account Terms and Conditions

1. Accounts are personal and non-transferable. They may not be shared, resold, or made available to others without Formulize's prior written permission. The Program and all associated intellectual property are owned exclusively by Formulize. Unauthorised use may constitute infringement of copyright and other applicable laws.
2. Accounts are for single-user use only and may not be shared with or used by any other individual. If Formulize identifies evidence of account sharing or use by more than one person, the account may be suspended without notice. Users may contact support to request reinstatement.
3. Access to the Program is currently provided free of charge on a registration basis. Formulize reserves the right to introduce paid subscription tiers in the future. If Formulize introduces paid tiers that affect your current level of access, Formulize will provide not less than 30 days' advance written notice before any such change takes effect. If you do not accept the change, you may close your account before the change takes effect with no penalty.
4. Formulize reserves the right to amend, restrict, or discontinue any features or functionality of the Program at any time. Where any such change materially affects the core functionality available to registered users, Formulize will use reasonable efforts to provide advance notice. Your continued use of the Program following notice of any material change constitutes acceptance of that change.
5. Without Formulize's prior written consent, you may not rent, lease, sub-licence, lend, or transfer the Program or your account to any other individual or entity.
6. Upon Formulize's written request, you will promptly confirm in writing whether your use of the Program is consistent with the terms of this Agreement. Formulize reserves the right to audit your use of the Program on reasonable notice to confirm compliance. If Formulize discovers material non-compliance (including use of the Program outside the scope of the Professional User Declaration), Formulize may take such steps as it considers appropriate, including suspension or termination of your account.

Restrictions on Use

You must not, and must not attempt to, and must not permit or encourage any third party to:

(a) copy, reproduce, or distribute the Program or any part of it in any form, except as expressly permitted by this Agreement;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Program;
(c) modify, adapt, translate, or create derivative works based on the Program or any part of it;
(d) use the Program by automated or programmatic means, including but not limited to scripted access or third-party integration, without Formulize's prior written consent;
(e) use the Program for any unlawful purpose or in a manner that breaches any applicable law, regulation, or professional code of conduct;
(f) circumvent, disable, or interfere with any security feature, licence control, access restriction, or watermark applied by or to the Program;
(g) access or attempt to access any part of the Program's systems or infrastructure other than through the interface made available by Formulize;
(h) scrape, crawl, or systematically extract data or outputs from the Program by automated means;
(i) use the Program to develop, train, benchmark, or improve any competing product or service, or for any form of competitive intelligence;
(j) sub-licence, sell, resell, rent, lease, or otherwise make the Program available to any third party without Formulize's prior written consent; or
(k) present or misrepresent any Program output in a way that removes, conceals, or contradicts the watermark applied to it (including the "STUDENT — NOT FOR PROFESSIONAL USE" watermark applied to Student Track outputs) or that falsely attributes the output to a source other than the Program.

Any breach of this clause shall constitute a material breach of this Agreement and shall entitle Formulize to suspend or terminate your access to the Program immediately and without notice. For the avoidance of doubt, claims arising from a breach of this clause are Excluded Claims for the purposes of Clause 6 of the Software and Usage Terms and are not subject to the liability cap in that clause.

Software and Usage Terms and Conditions

1. User Responsibility for Results

You are solely and entirely responsible for independently verifying all results produced by the Program before relying on them for any purpose. You acknowledge that:

(m) Program outputs are based on theoretical models and are subject to the limitations described in Clause 10 below;
(n) the accuracy of outputs depends on the accuracy of the inputs you provide;
(o) Program outputs may contain errors due to software defects, incorrect inputs, inapplicable design standards, or other causes; and
(p) Formulize accepts no responsibility for any consequence arising from the use of results that have not been independently verified by a qualified professional engineer.

2. Warranty — Media

Formulize warrants that the medium on which the Program is delivered will be free from material defects in regular use for a period of ninety (90) days from the commencement of your access to the Program (or, where applicable, the commencement of your paid subscription). If you notify us in writing within this period of a material defect, we will, at our option, remedy or replace the defective medium free of charge. This warranty is given only to the User and is non-transferable.

3. Warranty — Program Functionality

Formulize warrants that the Program will operate in substantial compliance with its published documentation for a period of ninety (90) days from the commencement of your access to the Program (or, where applicable, the commencement of your paid subscription) ("Warranty Period"). If you notify Formulize in writing of a documented, reproducible error during the Warranty Period, Formulize will, at its sole discretion:

(q) provide instructions to circumvent the error;
(r) issue a maintenance release; or
(s) refund the licence fees paid for the affected Program in respect of the affected period.

This warranty does not apply to errors caused by:

(i) your hardware or operating environment;
(ii) use of the Program other than in accordance with its documentation;
(iii) any modification of the Program by you or a third party; or
(iv) any act or omission by you or a third party, including the provision of incorrect or incomplete inputs.

4. Disclaimer of Warranties

Except for the limited warranties in Clauses 2 and 3, the Program is provided "as is" and "as available" without any warranty of any kind, whether express or implied, statutory or otherwise, including but not limited to:

(t) warranties of merchantability or fitness for a particular purpose;
(u) warranties of satisfactory quality or non-infringement;
(v) warranties as to the accuracy, completeness, or suitability of outputs for any specific project or jurisdiction; or
(w) warranties that the Program will operate without interruption, be free from bugs or errors, or that any errors will be corrected within any particular timeframe.

You acknowledge that the Program is an engineering calculation tool only and not a licensed professional engineering service. Formulize does not warrant that the results produced by the Program are correct, sufficient, or applicable to any particular project. The sole and entire responsibility for determining the appropriateness of any result for a specific project rests with the User.

4A. Consumer Rights — Student Users

Where you are a student user, the provisions of Clause 5 and Clauses 2, 3, 4, 6, and 14 of this section apply only to the extent permitted by applicable consumer protection law. Nothing in this Agreement:

(a) excludes or restricts Formulize's liability to a student user for any matter for which it would be unlawful to exclude or restrict liability under the Consumer Rights Act 2015 (including, without limitation, the implied terms as to satisfactory quality and reasonable care and skill);
(b) excludes or restricts a student user's statutory rights as a consumer that cannot be excluded or restricted by contract; or
(c) imposes on a student user any term which would be regarded as unfair within the meaning of Part 2 of the Consumer Rights Act 2015.

The Education Use Schedule (Schedule 4) sets out the warranty, remedy, and liability provisions that apply to student users in place of, or in modification of, the corresponding provisions in this Agreement.

5. Limitation and Exclusion of Liability

MANDATORY SAVING PROVISION: Nothing in this Clause 5 or this Agreement excludes or limits Formulize's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited. All exclusions and limitations in this Clause operate only to the fullest extent permitted by applicable law.

Subject to the mandatory saving provision above and to the fullest extent permitted by applicable law, Formulize and its officers, directors, employees, agents, and suppliers shall not be liable for:

(x) any indirect, special, incidental, consequential, or punitive damages;
(y) any loss of profits, revenue, business, contracts, anticipated savings, data, or goodwill;
(z) any damages arising from reliance on outputs produced by the Program in any real-world application without independent professional verification as required by this Agreement;
(aa) any damages arising from or in connection with any design, calculation, structure, or system produced using the Program where such design, calculation, structure, or system has not been independently verified by a suitably qualified and licensed professional engineer before application;
(ab) any loss or damage arising from the use of the Program in a jurisdiction where the design standards implemented in the Program are not adopted, applicable, or legally required; or
(ac) any loss or damage arising from the failure of any third-party infrastructure, services, or systems outside Formulize's reasonable control,

whether arising in contract, tort (including negligence), strict liability, or otherwise, and whether or not Formulize has been advised of the possibility of such damages.

6. Liability Cap and Excluded Claims

The following categories of claim are not subject to the exclusions or cap in this Clause 6 ("Excluded Claims"): (a) any breach by you of the Restrictions on Use clause; (b) any claim arising from death or personal injury caused by Formulize's negligence, fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or capped. All other claims are subject to the exclusions and cap below.

Subject to Excluded Claims and to the fullest extent permitted by applicable law, Formulize's total aggregate liability to you under or in connection with this Agreement (whether in contract, tort, or otherwise) shall not exceed the greater of:

(ad) the total subscription fees paid by you to Formulize in the twelve (12) months immediately preceding the event giving rise to the claim; or
(ae) £50,000 (fifty thousand pounds sterling).

The parties acknowledge that the allocation of risk in this Agreement reflects the fees payable under it, the nature of engineering calculation software, and the availability to the User of independent professional verification. The parties agree that the liability cap is reasonable in these circumstances.

7. EU Product Liability

For users located in European Union member states, the EU Product Liability Directive (as amended and implemented in national law, including Directive 2024/2853/EU) may impose liability on Formulize as a software provider for defects in the Program that cause personal injury or property damage. Nothing in this Agreement excludes or limits any liability Formulize may have under applicable product liability legislation that cannot be excluded by contract.

Users acknowledge that Formulize's exposure under applicable product liability legislation is a relevant consideration in the design and delivery of the Program.

8. Survival

Clauses 4, 5, 6, 7, and 13 shall survive the expiry or termination of this Agreement for any reason.

9. Professional Duty of Care

You agree to exercise all appropriate professional skill, care, and diligence when using the Program. Without limitation, you agree to:

(af) critically assess all Program outputs against your professional knowledge, experience, and applicable design standards before using them;
(ag) ensure that an independent check of all calculations is carried out by a suitably qualified and licensed professional engineer before those calculations are applied to any design or construction project;
(ah) confirm that the design standards implemented by the Program are applicable and appropriate for your specific project and jurisdiction;
(ai) account for all real-world variables that are not captured by the Program's theoretical models, including but not limited to material variability, construction tolerances, site conditions, dynamic effects, and local regulatory requirements; and
(aj) comply with all applicable professional codes of conduct, statutory requirements, and regulatory obligations in your jurisdiction.

Formulize and its individual developers shall not be liable for any loss, damage, or liability described in Clause 5 where such loss, damage, or liability arises from or is contributed to by a failure by the User to comply with this Clause 9.

10. Basis of Results and Known Limitations

Results produced by the Program are based on theoretical models and specific engineering design standards. The Program does not account for — and outputs must be adjusted by a qualified professional to address — the following non-exhaustive list of real-world variables:

(ak) material variability and actual material properties at the project location;
(al) construction tolerances and as-built deviations;
(am) site-specific geotechnical and ground conditions;
(an) load combinations, dynamic effects, and fatigue loading not covered by the implemented standard;
(ao) local regulatory, statutory, or planning requirements;
(ap) environmental or climate-specific loading conditions not covered by the implemented standard;
(aq) the interaction between the calculated element and the wider structural system; and
(ar) any other factor specific to your project that is not reflected in the Program's inputs or the implemented design standard.

You acknowledge that these factors must be independently identified, assessed, and addressed by a qualified professional before the Program's results are relied upon.

11. No Guarantee of Error-Free Operation

Formulize does not guarantee that the Program is entirely free from bugs or errors. While the Program undergoes testing prior to release, outputs may in some cases be inaccurate due to software defects, incorrect inputs, or the application of a design standard outside its intended scope. You accept this inherent risk and unconditionally agree to independently verify all outputs in accordance with this Agreement before use in any design or construction project.

12. Higher-Risk Buildings — UK Building Safety Act 2022

For projects in England and Wales, the Building Safety Act 2022 ("BSA 2022") imposes enhanced obligations on duty holders involved in the design and construction of higher-risk buildings ("HRBs") as defined in that Act. The Program has not been specifically validated for use in calculations relating to HRBs, and Formulize makes no representation that outputs from the Program satisfy the requirements of the BSA 2022 golden thread of information or any associated secondary legislation.

If you intend to use the Program in connection with a project that may constitute an HRB under BSA 2022, you must first obtain independent specialist advice on your obligations under that Act and ensure that the use of the Program is consistent with those obligations. Formulize accepts no liability for any failure by you to comply with the BSA 2022 or any associated legislation.

13. Professional Verification — Summary Obligation

This is a summary of the User's core obligation in respect of professional verification, which is stated in full in Clauses 1, 9, and 10 above. It does not limit those clauses.

All outputs from the Program must be reviewed and independently validated by a suitably qualified and licensed professional engineer before being applied to any real design, construction, or safety-critical application. This requirement applies regardless of whether the User is themselves a qualified engineer. Independent verification means a check carried out by a person other than the person who ran the Program calculation, applying independent professional judgement to the outputs.

Formulize accepts no liability for loss or damage suffered by you or any third party arising from the use of Program outputs without adequate independent professional verification in accordance with this clause.

14. Indemnification

You shall indemnify, defend, and hold harmless Formulize and its officers, directors, employees, agents, and affiliates (each an "Indemnified Party") from and against any and all claims, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) brought by any third party to the extent arising directly out of or in connection with:

(as) any act or omission by you in connection with the Program, including your failure to independently verify Program outputs as required by this Agreement;
(at) your breach of this Agreement;
(au) any design, calculation, structure, or system produced using the Program that has not been independently verified in accordance with this Agreement; or
(av) your use of the Program in a manner not contemplated by its documentation or this Agreement,

provided that this indemnity shall not apply to the extent that the relevant claim, loss, or liability was caused or materially contributed to by Formulize's own negligence, breach of contract, or other wrongful act.

Formulize shall have the right to participate in the defence of any claim at its own expense, using counsel of its own choosing. You agree to cooperate fully with any Indemnified Party in the defence of any such claim and not to settle any claim that could give rise to liability for any Indemnified Party without that party's prior written consent.

15. Force Majeure

Formulize shall not be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, war, civil unrest, pandemic, strikes, lockouts, labour disputes, embargoes, government orders, natural disasters, or failure of public utility infrastructure. Where a force majeure event continues for more than 60 days, either party may terminate this Agreement on written notice, and Formulize shall refund to you any prepaid subscription fees in respect of the period following termination on a pro-rata basis.

16. Ownership of Outputs

Calculation results, reports, and other outputs generated by you using the Program ("Outputs") belong to you. Formulize does not claim any intellectual property rights in your Outputs.

You grant Formulize a non-exclusive, royalty-free licence to use Outputs in anonymised, aggregated, and non-identifiable form solely for the purposes of improving the Program, conducting internal quality assurance, and developing new features. Formulize shall not publish or disclose any Output in a form that identifies you, your project, or your client without your express prior written consent.

17. Data and Server Availability

Formulize shall use reasonable commercial efforts to maintain the security, integrity, and availability of the Program and your stored data. Formulize shall not be liable for loss of data or resulting damages caused by server outages, hardware failure, external cyberattacks, or other events beyond its reasonable control, provided that Formulize has implemented reasonable industry-standard safeguards against such events.

Formulize's current infrastructure and security commitments are as follows:

(a) Hosting and data location: the Platform is hosted on infrastructure located within the United Kingdom. All personal data remains within the UK. Details of our hosting and sub-processor arrangements are set out in our Privacy Notice and, where applicable, the Data Processing Agreement (Schedule 2);
(b) Encryption: data transmitted between users and the Platform is encrypted in transit using industry-standard transport layer security. Stored data is protected using industry-standard encryption mechanisms;
(c) Backups: regular automated encrypted backups are performed and retained for an appropriate period within the UK. Formulize will use reasonable efforts to restore data from backup in the event of a confirmed data loss event;
(d) Access controls: access to production systems and personal data is restricted to authorised personnel on a need-to-know basis; and
(e) Breach notification: in the event of a personal data breach affecting your rights, Formulize will comply with its notification obligations under UK GDPR (including notification to the Information Commissioner's Office and to affected users where required).

Formulize's data handling, retention, and security practices — including data subject rights and sub-processor details — are described in full in the Privacy Notice and, where applicable, the Data Processing Agreement (Schedule 2). Where uptime commitments and support response times apply to your account, they are set out in the Service Level Agreement (Schedule 1).

18. Marketing and Data Use

Formulize may use anonymised, non-identifiable visual outputs from the Program solely for marketing and promotional purposes, subject to the following conditions:

(aw) Formulize will not publish identifiable project data or any information from which you, your client, or your project could be identified;
(ax) Formulize will not share your personal information with third parties for marketing purposes without your express prior consent; and
(ay) you may opt out of marketing use of your outputs at any time by contacting us at privacy@formulize.io or via Account Settings.

By using the Program and not opting out, you consent to the anonymised, non-identifiable use of your outputs as described above. This consent is freely given and may be withdrawn at any time.

19. Program Updates

Formulize may update or modify the Program at any time. Where an update materially changes the functionality, scope, or design standards implemented by the Program, Formulize will use reasonable efforts to notify users at least 14 days in advance. It is your responsibility to review update notifications and satisfy yourself that any updated version of the Program remains appropriate for your intended use before relying on its outputs.

Third-Party Components

The Program may incorporate or make use of third-party components, including open-source software libraries and third-party calculation engines. The use of such third-party components is subject to the applicable third-party licences, which are disclosed in the documentation or within the Program interface.

Formulize makes no warranty in respect of third-party components beyond what is required by the terms of the applicable third-party licence. The availability of any third-party component does not imply Formulize's endorsement of the relevant provider. Formulize may replace, disable, or modify any third-party component at any time and shall not be liable for any impact this has on the Program's functionality, provided Formulize takes reasonable steps to maintain equivalent functionality where practicable.

Formulize does not accept liability for any defect in, or damage caused by, any third-party component to the extent that such defect or damage arises from the third-party component itself and is not caused or contributed to by Formulize's integration of it into the Program.

Data Protection and Privacy

Formulize processes personal data in connection with your use of the Program in accordance with its Privacy Policy, which is incorporated into this Agreement by reference and available at formulize.io/privacy-policy. By using the Program, you confirm that you have read and understood the Privacy Policy.

Where you upload or enter data in connection with your use of the Program that constitutes personal data of third parties (for example, details of your clients or project sites), you warrant that you have a lawful basis for processing that data and for sharing it with Formulize as a data processor, and you shall ensure that all necessary consents and notifications have been obtained.

Formulize acts as a data controller in respect of your account data and as a data processor in respect of personal data you input into the Program. Formulize's processing of personal data as a data processor is governed by a Data Processing Agreement, which forms part of this Agreement in Schedule 2.

Formulize will comply with its obligations under the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any equivalent applicable data protection legislation in your jurisdiction.

Design Standards Disclaimer

The Program produces results based on specific engineering design standards. The full and current list of standards implemented in the Program — including the edition or year of each standard — is maintained in Schedule 3 (Implemented Design Standards), which forms part of this Agreement and is updated with each Program release.

These standards may not be adopted, approved, or legally applicable in your jurisdiction or for your specific project type. It is your sole responsibility to:

(az) confirm that the standards applied by the Program are appropriate, current, and legally accepted for your specific project and location;
(ba) verify that you are using the correct edition of each design standard for your project;
(bb) identify any national annexes, amendments, or jurisdiction-specific modifications that apply to the relevant standard and assess whether the Program correctly implements them; and
(bc) obtain professional advice on the applicability of the implemented standards before relying on Program outputs.

Formulize makes no representation that results produced by the Program comply with the regulatory or statutory requirements of any particular jurisdiction. Formulize shall not be liable for any loss or damage arising from the use of the Program in a jurisdiction or project context for which the implemented design standards are not applicable or legally required.

Term and Termination

1. Term

In this Agreement:

"Version Effective Date" means the date on which this version of the Agreement took effect, as stated on the cover page above. This version of the Agreement applies to all users who accept it on or after that date, and to all existing users from the date they are notified of any material amendment in accordance with General Provisions Clause 4.

"Acceptance Date" means the date on which you accept this Agreement by completing account registration, which is the date on which a binding contract is formed between you and Formulize on the terms set out in this Agreement.

This Agreement commences on your Acceptance Date and continues until terminated by either party in accordance with this clause, or until replaced by a revised version accepted by you.

2. Termination by User

You may terminate this Agreement at any time by closing your account. Where a subscription is in place, termination takes effect at the end of the current billing period and any prepaid fees for the remaining period are non-refundable unless otherwise agreed in writing or required by applicable law.

3. Termination by Formulize for Cause

Formulize may terminate this Agreement or suspend your access to the Program immediately on written notice if:

(bd) you materially breach this Agreement and (where the breach is capable of remedy) fail to remedy the breach within 30 days of written notice requiring you to do so;
(be) you use the Program in breach of the Restrictions on Use clause;
(bf) you provide false or misleading information in connection with your registration or Professional User Declaration;
(bg) your continued use of the Program threatens the security, integrity, or operation of the Program or Formulize's infrastructure; or
(bh) you become insolvent, enter administration, receivership, liquidation, or any analogous process in any jurisdiction.

4. Effect of Termination

Upon expiry or termination of this Agreement for any reason:

(bi) your licence to access and use the Program ceases immediately;
(bj) you must immediately cease using the Program and delete or destroy any local copies of Program materials in your possession;
(bk) Formulize will, on your written request made within 30 days of termination, take reasonable steps to make your User Content available for export in accordance with the documentation. After that 30-day period, Formulize may delete your User Content in accordance with its data retention policy; and
(bl) the following clauses shall survive termination and continue in full force and effect: Restrictions on Use (in respect of obligations that accrued before termination), Software and Usage Terms Clauses 4, 5, 6, 7, and 13, Third-Party Components, Indemnification, Governing Law, and General Provisions.

5. Suspension

Without limiting Formulize's right to terminate, Formulize may suspend your access to the Program without notice where it has reasonable grounds to believe that: (a) your account has been compromised or is being used by an unauthorised person; (b) you are in material breach of this Agreement; or (c) suspension is necessary to protect the security or integrity of the Program. Formulize will notify you of any suspension as soon as reasonably practicable and, where the circumstances permit, will give you an opportunity to remedy the issue before suspension takes effect.

Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, except that:

(bm) where you are based in Scotland, you may bring proceedings in the Scottish courts; and
(bn) nothing in this Agreement limits the right of either party to seek urgent or interim injunctive relief in any competent court.

Dispute Resolution

In the event of any dispute arising out of or in connection with this Agreement, the parties agree to the following escalation procedure:

1. Written notice: the party raising the dispute shall give the other party written notice specifying the nature of the dispute in reasonable detail.
2. Negotiation: the parties shall attempt in good faith to resolve the dispute through direct negotiation between senior representatives within 30 days of the written notice.
3. Mediation: if the dispute is not resolved within 30 days of the written notice (or such longer period as the parties agree in writing), either party may refer the dispute to mediation under the CEDR Model Mediation Procedure. Unless otherwise agreed, the mediator shall be appointed by CEDR.
4. Arbitration: if the dispute is not resolved through mediation within 60 days of the appointment of the mediator (or such longer period as the parties agree in writing), either party may refer the dispute to arbitration under the LCIA Arbitration Rules. The seat of arbitration shall be London, England. The language of the arbitration shall be English. The tribunal shall consist of one arbitrator unless the complexity of the dispute requires three.

Nothing in this clause prevents either party from seeking urgent or interim injunctive relief from a court of competent jurisdiction.

General Provisions

1. Severability. If any provision of this Agreement is found by a court or tribunal of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, shall be severed from this Agreement. The remaining provisions shall continue in full force and effect. In particular, if any exclusion of liability is found to be unreasonable or void, the remaining limitations in this Agreement shall continue to apply to the fullest extent permitted by law.

2. Document Suite and Entire Agreement. This Agreement forms part of a suite of documents governing your use of the Program. The full suite comprises: (a) this EULA (General Terms); (b) the Privacy Policy; (c) the Service Level Agreement (when introduced); (d) the Data Processing Agreement (where applicable); (e) the Education Use Schedule (Schedule 4), where you are a student user; and (f) any Subscription Terms (when introduced). In the event of conflict between these documents, the order of precedence is: (i) the Education Use Schedule (Schedule 4) for student users; (ii) this EULA; (iii) the remaining documents in the order listed. Together these documents constitute the entire agreement between you and Formulize with respect to the Program and supersede all prior representations, warranties, or understandings, whether written or oral.

3. Waiver. No failure or delay by Formulize in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy. No single or partial exercise of any right or remedy shall preclude any further exercise of that right or remedy or the exercise of any other right or remedy.

4. Amendment. Formulize reserves the right to amend this Agreement at any time. Revised terms will be published on the formulize.io website. For material amendments (including changes to the liability provisions, warranty terms, or subscription pricing), Formulize will provide users with not less than 30 days' advance written notice. If you do not accept a material amendment, you may terminate your subscription before the amendment takes effect and shall be entitled to a pro-rata refund of any prepaid fees for the period following termination. Your continued use of the Program after the effective date of any amendment constitutes your acceptance of the revised Agreement.

5. Insurance. Formulize maintains public and product liability insurance in amounts that it considers appropriate to the risk profile of the Program. Details of cover may be provided to institutional subscribers on written request.

6. Notices. Any formal legal notices under this Agreement must be sent in writing to:

    Formulize Ltd: 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ · info@formulize.io
    User: to the email address registered on your account, or such other address as you have notified to Formulize in writing.

7. Third-Party Rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

8. Assignment. Formulize may assign or transfer its rights and obligations under this Agreement to any successor entity (including on a corporate restructuring, merger, or acquisition) provided it gives the User reasonable prior notice. The User may not assign or transfer any of its rights or obligations under this Agreement without Formulize's prior written consent.

Schedules

The following schedules form part of this Agreement. Click each schedule to view its full terms.