Master Subscription Agreement

How this agreement is structured

This Master Subscription Agreement governs paid business use of the Manualworks platform. It is signed once and then applies to each order form, plan selection or statement of work that references it.

If there is a conflict, an order form signed by both parties overrides this agreement, and this agreement overrides the online Terms of Service. Individual users still accept the Terms of Service when they create an account.

Subscription grant

Subject to payment of the applicable fees and compliance with this agreement, we grant the customer a non-exclusive, non-transferable right for its authorised users to access and use the platform during the subscription term, for the customer’s internal business purposes, within the usage limits stated in the order form.

The customer may not resell, sublicense or make the platform available to third parties, and may not use it to provide a competing service.

Customer responsibilities

• Provide accurate registration details and keep credentials secure.
• Ensure every authorised user complies with this agreement.
• Have and maintain the right to upload every document it submits, and to permit the automated processing described in the Privacy Policy.
• Review and approve every generated manual before issuing it or using it to service machinery.
• Comply with the acceptable-use rules in the Terms of Service.

Fees, invoicing and taxes

Fees are stated in the order form. Unless the order form says otherwise, subscription fees are invoiced in advance and are non-refundable except where this agreement expressly provides otherwise. Fees are exclusive of taxes, which the customer is responsible for, other than taxes on our income.

Overdue amounts may accrue interest at the rate stated in the order form or, if none is stated, the maximum rate permitted by law. We may suspend access for amounts more than 30 days overdue, after notice.

Term, renewal and termination

The subscription term is stated in the order form and renews for successive periods of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the current period.

Either party may terminate for material breach that remains uncured 30 days after written notice, or immediately if the other party becomes insolvent or ceases to trade. On termination the customer’s access ends; fees already paid for the terminated period are not refunded except where we terminate for our own convenience.

Support and service levels

We provide the support channel and response targets stated in the order form. Any uptime commitment applies to the platform’s core availability and excludes scheduled maintenance, and interruptions caused by third-party infrastructure, the customer’s systems or force majeure.

Data protection and security

Each party will comply with the data protection laws that apply to it. Where we process personal data on the customer’s behalf, we do so as a processor under the customer’s instructions, and a data processing agreement may be attached to the order form.

We maintain administrative, technical and physical safeguards appropriate to the sensitivity of the content, including private storage for uploaded documents, encrypted transmission and access controls. We will notify the customer without undue delay if we become aware of a personal-data breach affecting its content.

Confidentiality

Each party will protect the other’s confidential information with at least reasonable care, use it only to perform under this agreement, and not disclose it except to personnel and advisers bound by equivalent obligations.

Confidential information includes the customer’s machine data, drawings, bills of materials, process information and assembled manuals, and our platform internals, prompts, extraction logic, security documentation and pricing.

These obligations survive termination for five years, and indefinitely for trade secrets and personal data.

Intellectual property

We and our licensors own the platform and all improvements to it. The customer owns its documents and its data.

The customer grants us a licence to process its documents and data to provide the service. We claim no ownership of generated manuals; the customer owns the output to the extent it can, subject to the rights of the underlying source documents.

Generated output — no warranty of accuracy

The customer acknowledges that assembled manuals are drafts produced by automated extraction and generation from the sources the customer supplied.

We do not warrant that any generated manual is accurate, complete, current, vendor-approved or compliant with any standard, and the customer agrees not to rely on generated output as the sole basis for maintenance, repair or safety decisions.

The customer is responsible for technical review and approval of every manual before it is issued or used.

Indemnities

We will defend the customer against a third-party claim that the platform itself infringes that party’s intellectual property rights, and pay damages finally awarded, provided the customer notifies us promptly and lets us control the defence. If such a claim is made we may procure the right to continue use, modify the platform, or terminate and refund prepaid fees for the unused term.

The customer will defend us against a third-party claim arising from documents the customer uploaded or content it submitted without the necessary rights, and from its use of generated output in breach of this agreement.

Limitation of liability

Neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, lost production, downtime or loss of data, however caused.

Each party’s total aggregate liability arising out of or relating to this agreement is limited to the fees paid or payable in the twelve months preceding the event giving rise to the claim. Where the customer has paid for less than twelve months, the limit is the fees paid to date.

These limits do not apply to payment obligations, breach of confidentiality, infringement of the other party’s intellectual property, or liability that cannot lawfully be limited.

Insurance

Where the order form requires it, each party will maintain commercial general liability and professional indemnity cover at the levels stated there, and will provide evidence of cover on reasonable request.

Governing law and disputes

This agreement is governed by the law stated in the order form. The parties will attempt to resolve any dispute through good-faith discussion between senior representatives before starting proceedings, and each party consents to the exclusive jurisdiction of the courts stated in the order form.

Notices and general

Notices must be in writing and sent to the addresses in the order form. Neither party is liable for delay caused by events outside its reasonable control. If a provision is unenforceable, the rest remains in force. This agreement, together with the order form, is the entire agreement between the parties on its subject matter.

How to execute this agreement

This document is a template for review and negotiation, not a signed agreement. To put it in place for your organisation, request a demonstration through the contact form and ask for the Master Subscription Agreement and an order form; we will issue both for signature.