This website uses cookies
Read our Privacy policy and Terms of use for more information.
Construction Work Pack Compliance Agent
This Agreement is between Vistergy Ltd ("Vistergy") and the entity that subscribes to the Construction Work Pack Compliance Agent ("Customer"). By subscribing, accessing, or using the Agent, Customer accepts all terms of this Agreement. If Customer does not accept these terms, Customer must not subscribe to, access, or use the Agent. IBM presents this Agreement to Customer pre-purchase, per CLA Outside-wxO Attachment §3b.
§1. Definitions
"Agent" means the Construction Work Pack Compliance Agent software service, including all updates and enhancements Vistergy makes generally available to customers during the Subscription Term.
"Customer Data" means all data, text, files, or other content submitted by Customer or its users through the Agent.
"Subscription Term" means the period for which Customer has paid the applicable subscription fee, as specified in the applicable order.
"Documentation" means the technical and functional documentation Vistergy makes available for the Agent, as updated from time to time.
"" and "" mean the respective pages Vistergy maintains at the URLs set out in §5 of this Agreement.
§2. Licence grant
Subject to Customer's compliance with this Agreement and payment of all applicable fees, Vistergy grants Customer a non-exclusive, non-transferable, non-sublicensable licence to access and use the Agent, solely via IBM watsonx Orchestrate, during the Subscription Term and for Customer's internal business purposes only.
§3. Restrictions
Customer must not, and must ensure its users do not:
(a) copy, modify, translate, adapt, or create derivative works of the Agent or its outputs;
(b) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, or underlying algorithms of the Agent;
(c) sublicense, sell, resell, transfer, or otherwise make the Agent available to any third party;
(d) use the Agent to develop a competing product or service; or
(e) use the Agent outside the scope of the licence granted in §2 or in any way that violates applicable law.
§4. Fees
Subscription fees are set out in the applicable order. All fees are non-refundable except as expressly stated in this Agreement. Vistergy may update pricing for any renewal term on no less than thirty (30) days' written notice prior to the start of that renewal term.
§5. Service
Vistergy will use commercially reasonable efforts to make the Agent available. Support is provided through the . Current service status is published on the . Vistergy reserves the right to perform scheduled maintenance and to modify or deprecate features of the Agent on reasonable notice.
§6. Customer responsibilities
Customer is responsible for:
(a) maintaining the security and confidentiality of its IBM watsonx Orchestrate credentials;
(b) ensuring that all Customer Data submitted through the Agent complies with applicable law and does not infringe any third-party rights;
(c) all acts and omissions of its users in connection with the Agent; and
(d) reviewing outputs of the Agent and exercising independent professional judgement before acting on any recommendation produced by the Agent. Agent outputs do not constitute professional engineering, regulatory, or legal advice.
§7. Intellectual property
Vistergy and its licensors retain all right, title, and interest (including all intellectual property rights) in and to the Agent, Documentation, and all improvements, modifications, or derivative works thereof. Vistergy will not use Customer Data to train models or for any purpose beyond providing the Agent to Customer. Customer retains ownership of Customer Data. Customer grants Vistergy a limited licence to use Customer Data solely to provide the Agent during the Subscription Term. Nothing in this Agreement transfers ownership of any intellectual property from either party to the other.
§8. Warranty and disclaimer
Vistergy warrants that the Agent will perform materially in accordance with the Documentation during the Subscription Term. EXCEPT FOR THIS LIMITED WARRANTY, THE AGENT IS PROVIDED "AS IS". VISTERGY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VISTERGY DOES NOT WARRANT THAT THE AGENT WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE OR FIT FOR ANY PARTICULAR PURPOSE.
§9. Limitation of liability
(a) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) VISTERGY'S AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO VISTERGY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
(c) The exclusions and limitations in this §9 apply to the fullest extent permitted by applicable law and reflect a reasonable allocation of risk between the parties.
§10. Indemnification
(a) By Vistergy. Vistergy will defend Customer against any third-party claim alleging that the Agent, as provided by Vistergy and used by Customer in accordance with this Agreement and the Documentation, infringes a third-party patent, copyright, trade mark, or trade secret enforceable in the United Kingdom, and will indemnify Customer against damages finally awarded by a court of competent jurisdiction (or amounts agreed in settlement approved by Vistergy in writing), provided Customer: (i) promptly notifies Vistergy in writing of the claim; (ii) grants Vistergy sole control of the defence and any settlement; and (iii) provides reasonable cooperation at Vistergy's cost.Exceptions. Vistergy has no obligation under §10(a) for any claim arising from or relating to: (i) Customer's modification of the Agent or use of the Agent other than in accordance with this Agreement and the Documentation; (ii) the combination, operation, or use of the Agent with any third-party product, service, content, software, or data not provided or expressly authorised in writing by Vistergy, where the alleged infringement would not have arisen but for that combination; (iii) Customer's continued use of an allegedly infringing version of the Agent after Vistergy has made available a non-infringing version, modification, or alternative at no additional cost; (iv) Customer Data; (v) Customer's failure to implement updates or patches Vistergy makes available; or (vi) any claim where the Agent is used outside the scope of the licence granted in §2.Vistergy's remedy options. If a claim under §10(a) arises or in Vistergy's reasonable opinion is likely to arise, Vistergy may, at its sole option and at no additional cost to Customer: (i) procure for Customer the right to continue using the Agent; (ii) modify or replace the Agent so that it is non-infringing while substantially preserving its functionality; or (iii) terminate Customer's licence on written notice and refund any prepaid fees for the unused portion of the then-current Subscription Term. The provisions of §10(a) state Customer's sole and exclusive remedies, and Vistergy's sole and exclusive liability, for any claim of infringement of third-party rights by the Agent.Cap. Vistergy's aggregate liability under §10(a) is subject to the cap in §9(b).
(b) By Customer. Customer will defend, indemnify, and hold harmless Vistergy and its affiliates, officers, directors, employees, and agents against any and all third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (i) Customer Data, including any claim that Customer Data infringes any third-party right or violates any applicable law (including data-protection, export-control, or sanctions law); (ii) Customer's breach of §3 (Restrictions), §6 (Customer responsibilities), or any other provision of this Agreement; (iii) Customer's misuse of the Agent, or use of the Agent in combination with any product, service, or data not authorised by Vistergy; (iv) the acts or omissions of Customer's authorised users; or (v) any claim brought by a Customer end-user, employee, contractor, or person acting on Customer's behalf in connection with Customer's use of the Agent. Customer's obligations under §10(b) are not subject to the cap in §9(b), except to the extent prohibited by applicable law.
(c) Procedure. The indemnifying party's obligations under this §10 are conditional on the indemnified party: (i) promptly notifying the indemnifying party in writing of the claim; (ii) granting the indemnifying party sole control of the defence and settlement (provided the indemnifying party shall not settle a claim that imposes liability or admission of fault on the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld); and (iii) providing reasonable cooperation at the indemnifying party's expense.
§11. Confidentiality
Each party agrees to hold the other's Confidential Information in strict confidence, to use it only for purposes of this Agreement, and to restrict disclosure to employees and contractors with a need to know who are bound by obligations at least as protective as those in this Agreement. Obligations do not apply to information that: (i) is or becomes publicly known other than through breach of this Agreement; (ii) was rightfully known before disclosure; (iii) is received from a third party without restriction; or (iv) must be disclosed by law or court order, provided the receiving party gives the disclosing party prompt notice where legally permitted.
§12. Data protection
The Vistergy Data Processing Addendum at https://vistergy.com/dpa is incorporated into this Agreement by reference and applies where Vistergy Processes Personal Data on Customer's behalf. Each party shall comply with applicable data-protection and privacy laws in connection with its activities under this Agreement. Vistergy's current privacy and data-processing terms are available at vistergy.com/legal.
§13. Term and termination
This Agreement commences on the Effective Date and continues for the Subscription Term set out in the Order Form, renewing automatically unless either party gives thirty (30) days' written notice of non-renewal before the end of the then-current term. Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice thereof. Vistergy may suspend access to the Agent immediately upon notice if Customer breaches §3 (Restrictions). Upon termination: (i) all licences granted under this Agreement terminate; (ii) each party shall promptly return or destroy the other's Confidential Information; and (iii) Customer shall pay all fees accrued up to the date of termination. The following provisions survive termination: §§7, 8, 9, 10, 11 and 14.
§14. General
(a) Entire agreement. This Agreement (including any Order Form and schedules) and the Vistergy DPA at vistergy.com/dpa, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations and understandings.
(b) Amendments. Vistergy may amend this Agreement by giving Customer thirty (30) days' written notice. Continued use of the Agent after the notice period constitutes acceptance of the amended terms.
(c) Governing law. This Agreement is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or in connection with this Agreement.
(d) Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force.
(e) Waiver. No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy.
(f) Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under it without Vistergy's prior written consent. Vistergy may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets. Any purported assignment in violation of this clause is void.
(g) Force majeure. Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labour disputes, governmental action or failure of third-party infrastructure, provided the affected party promptly notifies the other and uses reasonable efforts to mitigate the impact.
(h) Notices. All notices under this Agreement shall be in writing and delivered by email. Notices to Vistergy shall be sent to [email protected]. Notices to Customer shall be sent to the email address provided in the Order Form.
Last updated: 28th April 2026