Terms of Service

These Terms of Service (the “Terms”) govern: (i) any signed order form for Products and/or Services entered into directly with SHM360 or an authorised partner; and (ii) any unsigned order arising from the receipt, use, or deployment of SHM360 hardware, materials, or software (each, an “Order”). These Terms are incorporated by reference into every Order, and together they form the “Agreement”.

The Agreement is a binding contract between SHM360 (operating via shm360.com; contact: info@shm360.com) (“SHM360”) and the customer named in the Order (the “Customer”). Anyone signing on behalf of a Customer confirms authority to bind the Customer.

Where an Order conflicts with these Terms, the Terms prevail unless the Order expressly overrides a specific clause. Where the Parties have a separate framework or distribution agreement (“Bespoke Terms”), the Bespoke Terms prevail only on points of direct conflict; these Terms apply to everything else.

1. General

1.1 Definitions

• Affiliate – any entity that controls, is controlled by, or is under common control with a Party.
• Authorised Partner – any entity authorised in writing by SHM360 to resell or distribute Products.
• Authorised User – an individual permitted by the Customer to use the Products and Services.
• Business Day – any day other than Saturday, Sunday, or a public holiday in the Customer’s country or at the Site location.
• Calibration Data – reference data used to configure sensors or correlate measurements for a specific application.
• Confidential Information – non-public business information shared between the Parties (see Clause 13).
• Connected Hardware – any hardware (SHM360’s, Customer’s, or third party) used to transmit data to the SHM360 Cloud.
• Customer Data – data, readings, measurements, and project information generated by or on behalf of the Customer through use of the Products (see Clause 10).
• Deployment Site – the location(s) where Products are installed, deployed, or used.
• Fees – amounts payable as set out in the Order.
• HeSaaS Hardware – hardware supplied by SHM360 in connection with a SaaS subscription, under any of the commercial models defined in Clause 4.
• Intellectual Property Rights – all IP rights worldwide, registered or not (patents, copyright, trademarks, trade secrets, designs, know-how, etc.).
• Licence – the rights granted under Clause 3.
• Licensed Program – SHM360 firmware, software, or mobile application.
• Loss Adjustment Fee – a fee charged for lost, damaged, or non-returned hardware or materials.
• Maintenance Event – scheduled maintenance of the Construction IoT Platform SHM360.
• Materials – consumable, single-use, or standalone goods supplied by SHM360 under the Order (other than HeSaaS Hardware), as further described in Schedule 3.
• Normal Business Hours – 9:30 to 17:30 local business time on a Business Day.
• Personal Data – as defined under applicable data protection law.
• Products – collectively, Construction IoT Platform SHM360, HeSaaS Hardware, Materials, and any other deliverables specified in the Order.
• Product User – the Customer, an Affiliate, or an Authorised User.
• Reports – analytical outputs generated by the SHM360 Cloud and made available to the Customer.
• SaaS Subscription – a subscription to the SHM360 Cloud, either for a fixed term or on a rolling basis.
• Sensor Data – data captured by sensors or Connected Hardware and transmitted to Construction IoT Platform SHM360.
• Services – SaaS, support, professional services, or other services supplied under the Order.
• Service Scope – the scope, volume, and parameters of Products and Services set in the Order.
• SHM360 Cloud – SHM360’s cloud-based software platform.
• SHM360 Data – data and insights generated by Construction IoT Platform SHM360, including aggregated or derived outputs.
• SHM360 Materials – the Products, Services, Sensor Data, SHM360 Data, Reports, Documentation, Feedback, APIs, and any improvements thereof (see Clause 9).
• Construction IoT Platform SHM360 – any software provided by SHM360, including firmware, apps, and the SHM360 Cloud.
• Third Party Products – external products, services, or hardware supplied alongside the Services (see Clause 5).

1.2 Customer Purchase Orders

Where a purchase order is required to process an invoice, the Customer must issue one promptly. Any additional or conflicting terms on a purchase order are void.

1.3 Scope of Application

• Where the Order covers HeSaaS Hardware, Schedule 2 applies.
• Where the Order covers Materials, Schedule 3 applies.
• Where both are supplied, both Schedules apply.

1.4 Service Scope

The Service Scope is defined in the Order. Products and Services may be used by the Customer for its business purposes at the specified Deployment Sites. The Customer must notify SHM360 of any use beyond the agreed scope.

1.5 No Written Order

If no signed Order exists (e.g. for free samples, trials, or POCs):

• The “Customer” is the entity actually using the Products or Services.
• SHM360 sets the Service Scope at its discretion.
• Access is limited to evaluation purposes only.
• SHM360 has no obligation or liability to the user.

1.6 Authorised Users and Product Users

Subject to the Service Scope, the Customer may permit Authorised Users to access the Products, provided that:

• SHM360 is informed of their identity in writing on request;
• each Product User is legally bound by these Terms;
• if the Customer is an Authorised Partner, it must ensure all Product Users accept these Terms;
• the Customer remains liable for the acts and omissions of its Product Users;
• any agreement with a Product User must be consistent with this Agreement;
• the number of Authorised Users does not exceed the limit in the Order;
• additional users require SHM360’s approval (not unreasonably withheld);
• SHM360 has no direct obligation to Authorised Users, Affiliates, or third parties other than the Customer;
• the Customer must use reasonable security to prevent unauthorised access and notify SHM360 of any breach.

To the extent permitted by law, SHM360 is not liable for misuse of login credentials.

1.7 Joint Ventures and Affiliates

If the Customer is a joint venture or is ordering on behalf of Affiliates or a parent company, all such entities are jointly and severally liable.

2. Services

2.1 Setup. SHM360 provides initial setup and integration services as specified in the Order, subject to payment of the applicable Fees.

2.2 Training. Training is delivered as specified in the Order, subject to the applicable Fees.

2.3 Support. Support Services are provided under Schedule 1, subject to the applicable Fees.

2.4 Professional Services. Additional Professional Services may be agreed in writing via a Statement of Work, charged per the Order. In the event of conflict, this Agreement prevails unless the SOW expressly overrides a specific clause.

2.5 Authorised Partners. Clauses 2.1–2.3 apply to direct sales only. For indirect sales through an Authorised Partner, only Clause 2.4 applies.

3. Software Licence

3.1 Subject to payment of Fees, SHM360 grants the Customer a worldwide licence during the Agreement term to:

• (a) run firmware on the corresponding SHM360 Hardware;
• (b) install non-firmware Licensed Programs on devices used by Authorised Users;
• (c) allow Authorised Users to access the SHM360 Cloud; and
• (d) access SHM360 APIs and documentation.

3.2 Where access is provided only with standalone HeSaaS Hardware (no active SaaS Subscription), use is limited to the basic Cloud features needed to collect and view Sensor Data.

3.3 Cloud access for any individual ends when that individual ceases to be an Authorised User and on termination of the relevant SaaS Subscription. The licence to the underlying software remains governed by its applicable software licence terms.

4. HeSaaS Commercial Models

SHM360 offers HeSaaS Hardware under one or more of the following commercial models, as specified in the Order:

4.1 Bundled. Hardware cost is included in the SaaS Subscription Fee. Title remains with SHM360. Hardware must be returned at end of subscription.

4.2 Leased. Hardware is rented for the subscription term with a separate rental fee. Title remains with SHM360. Hardware must be returned at end of term.

4.3 Sold with Subscription. Customer purchases Hardware outright. Title passes on full payment. Cloud-based features require an active SaaS Subscription; if the subscription lapses, Cloud connectivity may be discontinued, but the Customer retains physical ownership of the Hardware and the underlying firmware as installed.

4.4 Mixed Orders. An Order may combine multiple models across different Hardware items. The applicable model for each item will be specified in the Order.

The provisions of Schedule 2 apply to all HeSaaS Hardware regardless of commercial model, with model-specific rules as noted.

5. Third Party Products

Where Third Party Products are supplied, the Customer is responsible for complying with the relevant third-party licence terms. Use of Third Party Products is at the Customer’s risk, and SHM360 is not responsible for their performance or failures unless otherwise agreed in writing.

6. Warranty

Product warranties are set out in Schedule 4.

7. Customer Obligations

The Customer shall (and shall ensure Product Users shall):

• 7.1 cooperate reasonably and provide SHM360 with required information, access, and site details;
• 7.2 comply with applicable laws and maintain safe conditions at Deployment Sites;
• 7.3 ensure Authorised Users are properly trained before using the Products;
• 7.4 obtain all necessary licences, consents, permits, and regulatory approvals for deployment;
• 7.5 ensure the IT environment meets SHM360’s specifications;
• 7.6 ensure Third Party Hardware integrates correctly with the Products;
• 7.7 apply reasonable security measures and mitigate risk of data loss;
• 7.8 maintain network and internet connectivity to the Products; and
• 7.9 handle, install, and use HeSaaS Hardware and Materials in accordance with SHM360’s instructions and any applicable industry standards, particularly to ensure safety and performance.

8. Fees and Payment

8.1 The Customer pays the Fees as set out in the Order.

8.2 Unless the Order specifies otherwise:

• payments are non-refundable and non-cancellable, with no right of set-off;
• if payment is overdue, SHM360 may, on 5 Business Days’ notice, suspend Cloud access and/or paid Services;
• Fees exclude travel, freight, customs duties, VAT, and taxes, which are added as applicable;
• any required withholding must be grossed up so SHM360 receives the full invoiced amount.

8.3 Unless the Order fixes the price for a fixed term, SHM360 may increase Fees on 30 days’ written notice.

8.4 For SaaS Subscriptions, renewal fees are invoiced in advance of each renewal term at SHM360’s then-current rates unless otherwise agreed.

9. Ownership

9.1 SHM360 (or its licensors) retains all right, title, and interest in the SHM360 Materials it has created, including the Products, Services, Sensor Data processing outputs, SHM360 Data, Reports, Documentation, APIs, and trademarks, except as expressly licensed under this Agreement or under the applicable separate software licence terms.

9.2 The Customer retains ownership of its own applications, contributions, derivative works, and pre-existing IP. SHM360 does not claim ownership of, and does not require assignment of, any modifications, contributions, or derivative works created by the Customer or any Product User. SHM360 retains all rights in its own APIs, Documentation, and Services that it owns.

9.3 Feedback voluntarily provided by the Customer may be used by SHM360 on a non-exclusive, royalty-free basis to improve its Products and Services. The Customer is not obliged to provide Feedback.

10. Data Rights

10.1 Customer Data Ownership. The Customer owns its raw Customer Data, including readings and project information. SHM360 claims no ownership over Customer-input data.

10.2 Service Delivery Licence. The Customer grants SHM360 and its Affiliates a royalty-free, worldwide, non-exclusive licence to access, use, process, and transmit Customer Data as reasonably necessary to deliver the Products and Services.

10.3 Aggregated and Anonymised Data. Unless the Order expressly opts out, the Customer grants SHM360 a royalty-free, worldwide licence to use aggregated and anonymised data (which cannot reasonably identify the Customer or any individual) for product improvement, analytics, benchmarking, and development of new features and services.

10.4 Reports. SHM360 grants the Customer a non-exclusive licence to use Reports specific to its Deployment Sites for its business purposes.

10.5 Archiving. The Products are not a data storage or archiving service. If Customer Data is lost, SHM360’s sole obligation is to use reasonable efforts to restore it from its latest backup.

10.6 Data Export on Termination. See Clause 17.

11. Personal Data

Where SHM360 processes Personal Data on the Customer’s behalf, the Customer is the controller and SHM360 is the processor. The Customer:

• (a) agrees Personal Data may be transferred outside the Customer’s country as needed;
• (b) ensures it is lawfully entitled to transfer Personal Data to SHM360;
• (c) ensures relevant individuals are informed and, where required, have consented;
• (d) acknowledges SHM360 will process Personal Data only per this Agreement and the Customer’s lawful instructions; and
• (e) each Party applies appropriate technical and organisational safeguards.

A separate Data Processing Addendum may be agreed where required by applicable law.

11.1 AnchorDesign360^™ Account Data

This sub-section applies where SHM360 acts as controller of personal data belonging to an individual AnchorDesign360^™ account holder, rather than as processor on a Customer’s behalf. It states in full how personal data is handled for the Software and prevails over the general SHM360 Privacy Policy on any point of difference for AnchorDesign360^™ accounts. For any privacy question or request, contact info@shm360.com.

(a) What we collect

We collect only what the Software needs to work:

• Your account – your e-mail address, your password (stored only as a one-way cryptographic hash that cannot be read back), your chosen language, a record of the date you accepted these Terms and which version, and your communication preferences.
• Your usage – for each action in the Software, a single record containing what you did (e.g. ran a calculation, printed a report), the date and time, your IP address, the country derived from that IP address, and technical details of your device and browser.
• Your designs – the inputs and outputs of the calculations you run, so we can operate and improve the tool.

We do not collect your name, telephone number, company, or any payment details, and the Software does not ask for them.

(b) Why we may use it

We use your data to provide and operate the Software; authenticate you and manage your account; secure the service and detect misuse; diagnose and fix problems; improve functionality and develop new features; send you service-related notices, product updates, newsletters, marketing communications, and information about new features or services; produce aggregated and anonymised statistics, benchmarking information, engineering insights, and analytical datasets; conduct research and product development; commercially license or otherwise exploit anonymised and aggregated data; and comply with legal obligations.

(c) Our legal grounds

We rely on: performance of our agreement with you for your account and the operation of the Software; your consent, where required by applicable law, for marketing communications and certain analytics; and our legitimate interests in improving, securing, and operating the Software. You may unsubscribe from marketing communications at any time using the unsubscribe link in our e-mails or by contacting us.

(d) Sharing and commercial use of data

We do not sell, rent, or disclose your personal data to third parties for marketing purposes.

We may use, analyse, combine, publish, share, license, sell, or otherwise commercially exploit data that has been irreversibly anonymised and aggregated so that it cannot reasonably identify you, your account, your organisation, or your specific projects. Such data may include statistical information, engineering trends, benchmarking, market insights, product performance analyses, and other analytical datasets.

Where required by law, we may disclose personal data to competent authorities or other parties as required by applicable law.

(e) How long we keep it

We keep your account and its data for as long as your account remains active, and for up to 12 months after it is closed, after which it is deleted or anonymised. Accounts that are created but never confirmed by e-mail are deleted automatically. You can ask us to delete your data sooner.

(f) Cookies

The Software uses a single essential cookie to keep you signed in. It is not used for advertising or third-party tracking, and no other cookies are set.

(g) Your rights

Subject to applicable law, you may ask us to: give you a copy of your data; correct it; delete it; restrict or object to its processing; provide it in a portable form; or withdraw a consent you previously gave. To exercise any of these, e-mail info@shm360.com. You also have the right to complain to your local data protection authority.

(h) Security

We protect your data with measures including one-way password hashing, encrypted connections (HTTPS), and restricted, password-protected administrative access. No system is perfectly secure, but we take reasonable steps to safeguard your information.

(i) International users

Depending on where you are located, applicable data protection and privacy laws, including regulations governing the processing of personal data, may apply. We process personal data in accordance with all applicable data protection and privacy laws.

(j) Consent

By creating an account and using the Software you consent to the collection and use of your data as described in this sub-section. If you do not agree, you must not use the Software.

12. Usage Rules

The Customer must not (and must ensure Product Users do not):

• (a) use the SHM360 trademarks, name, or logos except as expressly permitted;
• (b) remove or alter SHM360 trademarks or proprietary attribution notices in materials made available by SHM360;
• (c) introduce malware or harmful code into SHM360 systems;
• (d) pool connections or multiplex to circumvent paid Service Scope limits;
• (e) forge or manipulate data identifiers;
• (f) place disproportionate load on SHM360 infrastructure;
• (g) use the Products in violation of any law or sanctions regime;
• (h) compromise SHM360’s security or test system vulnerabilities without authorisation;
• (i) exceed API rate limits or engage in abusive usage; or
• (j) re-use, re-sell, or repurpose single-use Materials beyond their intended application where doing so would create a safety risk.

SHM360 may audit Cloud usage to confirm compliance with paid Service Scope limits and security obligations.

13. Confidentiality

13.1 Each Party (Recipient) may receive Confidential Information from the other (Discloser). Confidential Information means non-public business information clearly identified as confidential or that a reasonable person would understand to be confidential. Exceptions apply for information that is (a) public, (b) becomes public through no fault of the Recipient, (c) already known, (d) lawfully received from a third party, or (e) independently developed.

The Recipient must protect Confidential Information with at least reasonable care, may disclose only to personnel bound by similar confidentiality terms, and may use it only to perform this Agreement. Legally compelled disclosure requires prompt notice where possible. On termination, Confidential Information must be returned or destroyed.

For clarity, information that the Customer is permitted to share or publish under the applicable software licence terms is not Confidential Information of SHM360.

13.2 Fees and commercial pricing terms are confidential and may not be disclosed except to professional advisors without SHM360’s consent.

13.3 The Customer ensures every Product User is bound by these confidentiality terms with respect to information that qualifies as Confidential Information.

13.4 SHM360 may use the Customer’s name and logo to identify the Customer as a customer in its marketing materials, subject to the Customer’s reasonable brand guidelines.

14. Indemnity

14.1 By the Customer. The Customer will defend and indemnify SHM360 and its Affiliates against third-party claims arising from: (a) misuse of the Products or Materials in violation of this Agreement or applicable law; (b) injury, death, or property damage linked to Customer-provided data, procedures, or deployment decisions; (c) any Product User’s negligence or wilful misconduct; or (d) infringement of third-party rights or law by a Product User in connection with such misuse.

14.2 By SHM360. SHM360 will defend and indemnify the Customer against third-party claims that the Customer’s authorised use of a Product, in unmodified form as supplied by SHM360, infringes the claimant’s Intellectual Property Rights. SHM360 is not liable under this clause for claims arising from combinations with third-party products outside SHM360’s control, or from Customer specifications that SHM360 was required to follow.

14.3 Procedure. The indemnified Party must: (a) notify the other promptly; (b) give sole control of defence and settlement (provided no settlement imposes non-financial obligations on the indemnified Party without consent); (c) provide reasonable assistance; and (d) not admit liability. Independent participation is at the indemnified Party’s own expense.

14.4 Remediation. For infringement claims, SHM360 may (at its discretion) procure rights to continue use, replace or modify the affected Product, or terminate the affected Product on 10 Business Days’ notice with a pro-rata refund of pre-paid Fees for the affected Product.

15. Limitation of Liability

15.1 SHM360 and its Affiliates are not liable for: (a) indirect, consequential, special, incidental, or punitive damages; (b) loss of profits, revenue, business, contracts, or savings; (c) loss or damage to data, reputation, or goodwill; or (d) the cost of substitute goods or services.

15.2 SHM360’s total aggregate liability is capped at the Fees paid by the Customer in the 12 months preceding the event giving rise to the claim.

15.3 These limits apply to the maximum extent permitted by law and regardless of the legal basis. Nothing excludes liability for (i) death or personal injury caused by gross negligence, (ii) fraud, or (iii) any other liability that cannot be excluded by law.

15.4 Each Party is responsible for arranging insurance for losses exceeding its agreed liability.

16. Disclaimers

16.1 Customer-provided Information. SHM360 is not liable for errors or omissions in information, materials, or data provided by any Product User.

16.2 Data Accuracy. SHM360 does not warrant the accuracy, completeness, or timeliness of Sensor Data, SHM360 Data, Calibration Data, or Reports. The Customer must notify SHM360 of any material change in the monitored environment or conditions that may affect data interpretation.

16.3 Connectivity. SHM360 is not responsible for connectivity. The Customer must ensure reliable network access and correct hardware configuration. Connectivity failures do not relieve the Customer of Fee obligations.

16.4 Vulnerability. If a Product User’s systems are compromised, the Customer must take reasonable steps to resolve the vulnerability before resuming Cloud access.

16.5 Lost or Damaged Hardware. SHM360 does not guarantee performance if Hardware or Materials are lost, stolen, or damaged by a Product User.

16.6 Technical Guidance. Any technical or engineering guidance provided by SHM360 is “as is” advisory information. SHM360 is a technology provider, not an engineering consultancy, and final deployment, structural, and safety decisions remain the Customer’s responsibility.

16.7 General Disclaimer. SHM360 Materials are provided “as is” and “as available”. All implied warranties (merchantability, fitness for purpose, non-infringement, etc.) are disclaimed to the extent permitted by law and except as expressly stated in Schedule 4. The Customer bears sole responsibility for outcomes derived from use of SHM360 Materials.

17. Term and Termination

17.1 Term. The Agreement begins on the earlier of: first use of a Product by any Product User, or the date both Parties sign the Order (the “Effective Date”).

17.2 Subscription Terms. SaaS Subscriptions run for the term specified in the Order (fixed or rolling). Rolling subscriptions continue until terminated with the notice period specified in the Order. Fixed subscriptions may auto-renew on the same terms unless either Party gives notice of non-renewal at least 30 days before the end of the term.

17.3 Materials Orders. One-off Orders for Materials are complete on delivery and full payment, subject to the warranty in Schedule 4.

17.4 Termination for Cause. Either Party may terminate on written notice if the other: (a) materially breaches the Agreement and fails to cure within 30 days; (b) becomes insolvent, enters administration, or ceases trading.

17.5 Effect of Termination. On termination:

• (a) Cloud access and paid Services end;
• (b) the Customer must return (at its cost) all HeSaaS Hardware supplied under the Bundled or Leased models, in good working order (allowing for fair wear and tear);
• (c) Hardware sold under Clause 4.3 remains with the Customer; Cloud-based service features will cease but the Customer retains physical ownership;
• (d) unused Materials remain with the Customer (no refund);
• (e) the Customer must return or destroy SHM360 Confidential Information (other than information that may be retained or shared under applicable software licence terms);
• (f) accrued rights and surviving provisions are unaffected; and
• (g) all outstanding Fees become immediately payable.

17.6 Data Export. Except where SHM360 terminates for cause, SHM360 will, on request and after all Fees are paid, provide the Customer with a copy of its Customer Data in CSV or another agreed format. Authorised Users retain access to export data for 15 Business Days after termination. Extended access may be offered for a fee.

17.7 Early Termination. If the Customer terminates a fixed-term subscription before the end of the term without cause, all remaining Fees for that term become immediately payable.

17.8 Survival. Clauses 9, 10, 13 to 18, and any provisions intended to survive, remain in effect after termination.

18. Miscellaneous

18.1 Force Majeure. Neither Party is liable for delays caused by events beyond its reasonable control, including strikes, utility failures, acts of God, pandemics, war, civil unrest, sanctions, or regulatory compliance, provided the other Party is notified.

18.2 Waiver. No failure to enforce a right waives it. Waivers must be in writing. Remedies are cumulative unless expressly stated otherwise.

18.3 Severance. If any provision is found unenforceable, the remainder remains in effect, and the invalid provision will be replaced with the closest enforceable equivalent.

18.4 Entire Agreement. This Agreement (with Schedules) is the complete agreement between the Parties with respect to its subject matter and supersedes prior communications. Amendments must be in writing and signed, save that Section 19 and Section 11.1 (AnchorDesign360^™) may be updated as set out in clause 19.8. Where Bespoke Terms exist, they prevail only on points of direct conflict. The terms of any separate software licence applicable to specific software remain in force on their own terms.

18.5 Assignment. Neither Party may assign without written consent, except to an Affiliate or successor in a merger or acquisition.

18.6 Relationship. The Parties are independent contractors. Nothing creates an employment, agency, partnership, or joint venture.

18.7 Third-Party Rights. No third party has rights under this Agreement.

18.8 Notices. Notices must be in writing, delivered to the address in the Order, by email (to info@shm360.com for SHM360), by hand, or by pre-paid post. Email notices are deemed received at the time of transmission.

18.9 Governing Law and Dispute Resolution. This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which SHM360 is registered, unless otherwise specified in the Order. Any dispute shall first be addressed through good-faith negotiation. If unresolved within 30 days, the dispute shall be referred to and finally resolved by arbitration under the rules of a mutually agreed arbitration institution, with the seat and language of arbitration specified in the Order. Either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information or trademarks. The UN Convention on Contracts for the International Sale of Goods does not apply.

19. AnchorDesign360^™ Software

19.1 Scope and Acceptance

This Section applies to the AnchorDesign360^™ software (in this Section, the “Software”) and to each individual account issued for it. By creating an account, accessing, or using the Software, the account holder acknowledges that they have read, understood, and agree to be bound by these Terms. Those who do not agree must not access or use the Software.

Where the Software is used without an Order, the account holder is the Customer for the purposes of these Terms, and this Section together with Section 11.1 forms the entire agreement governing that use. The provisions of these Terms concerning Orders, Fees and payment, Hardware, Materials, support service levels, and the Schedules do not apply to such use. Where the account holder is instead an Authorised User under a Customer’s Order, this Section applies in addition to that Order, and the Order prevails on any point of direct conflict.

19.2 Purpose of the Software

AnchorDesign360^™ is an engineering calculation and design assistance tool intended to support qualified engineers in the design of post-installed anchors, bonded anchors, post-installed reinforcement, and related structural fastening applications.

The Software provides engineering calculations based on user-supplied input and recognized engineering methodologies. It is intended solely as a design aid and does not replace professional engineering judgement, independent verification, project-specific design, or compliance with applicable laws, regulations, standards, or project specifications.

19.3 Source of Technical Data

The technical data, design methods, formulas, parameters, and material properties implemented within the Software are derived from officially published technical documents and recognized engineering standards, including, where applicable:

• European Technical Assessments (ETA);
• European Assessment Documents (EAD);
• Eurocode 2 (EN 1992 Series);
• EN 1992-4;
• EOTA Technical Reports (including applicable Technical Reports); and
• official manufacturer technical documentation and publicly available engineering publications.

Every reasonable effort has been made to accurately implement the information contained within these official publications. However, SHM360 does not warrant that the Software is free from errors, omissions, interpretation differences, or implementation inaccuracies.

AnchorDesign360^™ is an independent engineering software application and is not endorsed, certified, approved, or verified by EOTA, approval bodies, standards organizations, manufacturers, or any other third party unless explicitly stated.

In the event of any discrepancy, ambiguity, or conflict, the official published documents and applicable regulations shall always prevail over the Software outputs.

19.4 Engineering Responsibility

The user bears sole responsibility for:

• entering complete and accurate project information;
• selecting appropriate design assumptions;
• verifying all calculation inputs and outputs;
• confirming that results are suitable for the intended application; and
• ensuring compliance with applicable design codes, approvals, regulations, and project requirements.

All calculations generated by the Software must be independently reviewed and approved by a suitably qualified engineer before being relied upon for design, construction, manufacturing, procurement, or safety-critical decisions. The Software does not make engineering decisions and shall not be considered a substitute for professional engineering judgement.

19.5 Software-Specific Liability

Without limiting Section 15, and to the maximum extent permitted by applicable law, SHM360, its owners, employees, affiliates, licensors, and contributors shall not be liable for any damages arising out of or relating to: use or inability to use the Software; calculation errors or omissions; incorrect or incomplete user input; interpretation of calculation results; engineering or construction decisions; project delays; structural failures; property damage; financial or commercial losses; loss of data; or personal injury. The user accepts full responsibility for all decisions made using the Software and all consequences arising from those decisions.

19.6 Updates to Technical Content

Engineering standards, ETAs, EADs, Eurocodes, Technical Reports, and manufacturer approvals may be revised, superseded, or withdrawn. Although SHM360 makes reasonable efforts to maintain current technical content, it does not guarantee that every calculation method or technical parameter reflects the latest published revision at all times. Users are solely responsible for verifying that the applicable editions of standards and approvals are used for their specific projects.

19.7 Accounts and Access

An account is issued to the person who registers it and is intended for that person’s own professional use. We ask that sign-in details are kept to that person, and that the Software is used in the way these Terms describe.

From time to time we may need to pause or close an account. That would normally follow something practical — an account that appears to be shared or driven automatically, use that affects the service for other users, or use that does not sit comfortably with these Terms or with applicable law. Where the circumstances allow it we will let you know, and where it is appropriate we will give you an opportunity to put matters right first.

Access to the programming interface is granted individually, and may be adjusted or withdrawn in the same way.

If an account is closed, access to it ends. Anything SHM360 is required to keep is retained as set out in Section 11.

19.8 Changes to this Section

By way of exception to clause 18.4, and because accounts for the Software are accepted electronically rather than by signature, SHM360 may modify this Section and Section 11.1 without a signed amendment. Updated versions become effective upon publication within the Software or on the official website. Continued use of the Software following publication of a revised version constitutes acceptance of it. Where a change materially affects how personal data is handled, account holders will be asked to review and accept the updated version at their next sign-in. This clause does not permit amendment of any other part of these Terms, nor of any Order.

Schedule 1 – Support Services and Service Levels

1. Cloud Hosting & Uptime

The SHM360 Cloud is hosted by third-party providers. SHM360 targets 99% monthly uptime, excluding:

• scheduled Maintenance Events;
• emergency maintenance;
• disruptions caused by hosting providers or factors outside SHM360’s control;
• Customer-side connectivity issues.

2. Helpdesk

SHM360 provides helpdesk support via email and web form during Normal Business Hours. Support is delivered remotely. On-site visits are at SHM360’s discretion and chargeable, including reasonable travel costs.

The Customer must maintain trained Authorised Users to provide first-line support and raise tickets with sufficient detail for reproduction. SHM360 does not guarantee a fixed resolution time but will use reasonable efforts to address material defects.

3. Maintenance

Maintenance includes error corrections, updates, and minor upgrades to documented features. Additional feature development may be charged separately. SHM360 is not responsible for internet or network issues.

4. Maintenance Events

Scheduled maintenance is performed outside Normal Business Hours where possible. Emergency maintenance may occur without notice. Unscheduled maintenance requires at least 3 Business Days’ notice where practicable.

5. Exceptions

Support does not cover Warranty Exclusions (see Schedule 4), third-party equipment, or Customer-caused issues. If a reported issue is not a material error, SHM360 may charge for diagnostic time at its standard rates.

6. Premium Support

A premium service level agreement (“PSLA”) may be agreed in writing and attached as part of this Schedule. The PSLA prevails on any conflicting point.

Schedule 2 – HeSaaS Hardware

1. Application

This Schedule applies to all HeSaaS Hardware supplied under Clause 4, covering:

• Bundled (included in subscription)
• Leased (separate rental fee)
• Sold with Subscription
• Reusable and single-use hardware, as specified in the Order.

2. Delivery

2.1 SHM360 delivers Hardware to the Customer or directly to the Deployment Site as specified in the Order.

2.2 Delivery dates are targets; time is not of the essence.

2.3 Delivery is DAP (Incoterms 2020) unless otherwise agreed.

2.4 Customer-caused delays may result in additional costs passed on by SHM360.

2.5 The Customer must inspect Hardware on delivery; defects must be notified promptly in writing or the Hardware is deemed accepted.

3. Title and Risk

3.1 For Bundled and Leased Hardware: title remains with SHM360 at all times, even if the Hardware is affixed to a structure. Risk passes to the Customer on delivery.

3.2 For Sold with Subscription Hardware: title to the physical Hardware passes on full payment. Risk passes on delivery. SHM360 retains a purchase-money security interest until full payment is received.

3.3 Firmware is licensed under its applicable software licence terms, in all cases.

4. Customer Obligations

The Customer shall:

• (a) provide cabling, power, mounting, and any other equipment needed for installation;
• (b) install and integrate Hardware per SHM360’s instructions (or engage SHM360 for installation as a Professional Service);
• (c) keep Hardware in good repair and use trained personnel;
• (d) ensure Hardware is used only within its specified operating environment; and
• (e) maintain insurance covering Bundled and Leased Hardware against loss, damage, and third-party liability.

5. Single-Use vs Reusable Hardware

5.1 Reusable Hardware must be returned at end of term (for Bundled/Leased) in good working order, allowing for fair wear and tear.

5.2 Single-Use Hardware (e.g. Hardware that becomes embedded, affixed, or inextricable from a monitored structure) is consumed on deployment. No return is required, and no refund is payable if subscription ends early.

6. Return of Hardware

6.1 On termination or end of lease, the Customer returns Bundled or Leased Hardware within 5 working days at its expense and risk.

6.2 Until returned, the Customer remains responsible for safekeeping and insurance, and rental or subscription fees continue to accrue.

6.3 For lost, damaged, or non-returned Bundled or Leased Hardware, SHM360 may charge a Loss Adjustment Fee reflecting replacement cost.

7. Replacement and Failure

7.1 For Hardware under Bundled or Leased models, SHM360 will replace hardware failing due to covered defects at its cost, per the warranty in Schedule 4.

7.2 For Hardware damaged by the Customer or through misuse, replacement is chargeable at SHM360’s then-current rates.

8. Subscription Lapse (Sold Hardware)

For Hardware sold with a SaaS Subscription, if the SaaS Subscription lapses or is terminated, SHM360 may discontinue Cloud-based features, data transmission to the Cloud, and SHM360-supplied updates. The Customer retains physical ownership of the Hardware and the firmware as installed at the time of subscription lapse.

Schedule 3 – Material Supply

1. Application

This Schedule applies to Materials supplied under the Order, including consumable, single-use, or standalone goods sold independently of HeSaaS Hardware (as specified in the Order).

2. Sale Basis

2.1 Materials are sold outright to the Customer. Title passes on full payment.

2.2 Risk passes to the Customer on delivery.

2.3 SHM360 retains a purchase-money security interest in Materials until paid in full.

3. Delivery

3.1 SHM360 delivers Materials to the address in the Order.

3.2 Delivery is DAP (Incoterms 2020) unless otherwise agreed.

3.3 Delivery dates are targets; time is not of the essence.

3.4 The Customer must inspect Materials on delivery; defects must be notified within 2 Business Days in writing or the Materials are deemed accepted.

4. Use and Handling

The Customer shall:

• (a) store Materials per SHM360’s instructions and any applicable industry standards;
• (b) use Materials within any shelf life or expiry period specified;
• (c) follow all handling, safety, and disposal instructions; and
• (d) assume responsibility for correct application at the Deployment Site.

5. Returns

Materials are non-returnable and non-refundable once delivered, except in the case of a confirmed warranty defect (see Schedule 4).

6. Bulk or Recurring Orders

Where Materials are supplied on a recurring or framework basis, quantities, lead times, and pricing tiers will be set in the Order or a related schedule.

Schedule 4 – Warranties

1. Warranty Coverage

During the applicable Warranty Period, SHM360 warrants to the Customer that:

• (a) HeSaaS Hardware will be free from material defects in materials and workmanship and perform substantially per its Specification (the “Hardware Warranty”);
• (b) Materials will conform substantially to their documented specification at the time of delivery (the “Materials Warranty”); and
• (c) Construction IoT Platform SHM360 (excluding firmware) will operate substantially per the material features described in the Order (the “Software Warranty”).

Warranties are given to the Customer only.

2. Remedy

On a warranty breach, the Customer must notify SHM360 at info@shm360.com promptly. SHM360 will first attempt resolution via Support Services. If unresolved:

• Hardware: repair or replace (at SHM360’s option) with new or refurbished equivalents.
• Materials: replace the defective quantity with conforming goods.
• Software: correct the defect or provide a workaround.

This is the Customer’s sole remedy under this warranty. Repaired or replaced items carry the longer of the remaining original Warranty Period or 30 days from redelivery.

3. Warranty Periods

Unless the Order says otherwise:

• Reusable HeSaaS Hardware: 12 months from delivery.
• Beta, POC, or Evaluation Hardware: 6 months from delivery.
• Single-Use Hardware: the Warranty ends when the Hardware is deployed, embedded, or otherwise installed such that it cannot be retrieved without damage.
• SHM360 Cloud: the duration of the fully paid SaaS Subscription.
• Licensed Programs (excluding firmware): the longer of the subscription term or 90 days from first access or installation.

4. Returns and RMA

No returns without an RMA number from SHM360. The Customer must provide a defect description, model/batch/serial numbers, and invoice reference. Items must be packaged appropriately. If the defect is covered, SHM360 reimburses reasonable shipping costs and covers return shipping; title to returned items passes to SHM360 on receipt. If not covered, the Customer bears return shipping.

5. Warranty Exclusions

The Warranties do not apply to defects caused by:

• (a) misuse, abuse, or improper handling, storage, or installation;
• (b) use outside specified operating environment or beyond shelf life;
• (c) accident, natural disaster, or events beyond SHM360’s control;
• (d) use on structures, applications, or conditions the Product was not designed for;
• (e) physical damage to Hardware caused by the Customer; or
• (f) combination with third-party products that are demonstrably the cause of the defect.

Services relating to excluded defects are charged at SHM360’s standard rates.

End of Terms