The agreement
1.1 These terms are between the supplier of Q Snag named in your Order Form ("Q Snag", "we") and the business named in the Order Form as the customer ("Customer", "you"). They apply when you sign an Order Form, together with that Order Form and our data processing agreement ("DPA"), which we send with it and which forms part of these terms.
1.2 If these documents conflict, the DPA wins on anything about personal data, then the Order Form, then these terms.
1.3 Q Snag is for businesses. You confirm you are acting for your trade or business, not as a consumer.
1.4 In these terms:
- Service means the Q Snag snagging application, hosted by us at the address in the Order Form, and its support.
- Users means the people you allow to use the Service: your admins, site managers and viewers, and the snaggers you invite.
- Customer Data means everything you or your Users put into the Service, including developments, units, plans, snags, photos, names and phone numbers.
1.5 We provide the Service as a separate copy for you alone, with its own database and storage, hosted in the European Union.
1.6 We may use subcontractors to provide the Service. Those that handle Customer Data are listed in the DPA and on our security page, and we remain responsible for their work.
Accounts, use and security
2.1 You are responsible for who you invite, for your Users' use of the Service, and for removing Users who should no longer have access.
2.2 Site team accounts must use two-step sign-in. You must keep passwords, authenticator codes and invite links private, and tell us at once at gearoid@qsnag.com if you suspect an account or link has been misused.
2.3 You must not, and must not let anyone: (a) use the Service unlawfully, or to store content you have no right to; (b) try to reach another customer's data, test the Service's security or disrupt it, without our written permission; (c) copy, resell or reverse engineer the Service, except as far as the law allows; or (d) upload malicious files.
2.4 We keep the Service secure with the measures in the DPA and on our security page. We may improve them, but we won't make them less protective overall.
2.5 We may suspend a User, or you, if that is needed to stop a security threat or a serious breach of these terms. We will tell you promptly, limit the suspension to what is needed, and restore access as soon as the reason has gone.
Fees, trial and payment
3.1 You pay the fees in the Order Form, monthly or yearly in advance, by the payment method set out there. Fees are in euro and exclude VAT, which is added where it applies.
3.2 If your Order Form includes a free trial, your paid subscription starts when the trial ends unless you tell us in writing before then that you don't want to continue.
3.3 Monthly plans can be cancelled at any time and end at the close of the month already paid. Yearly plans run for the year paid and are not refunded part way, except where clause 5.4, clause 8.2 or the DPA says so.
3.4 If fees are still unpaid 30 days after they are due, we may make the Service read-only until they are paid, after giving you 7 days' written notice. You can still view and export Customer Data while it is read-only.
3.5 We may change list prices with 60 days' written notice. A change applies from your first renewal after that notice. Discounts apply only for the period stated in the Order Form.
Your data
4.1 You own Customer Data. You allow us to host, copy and process it only to provide, secure and support the Service for you.
4.2 For personal data in Customer Data, you are the controller and we are your processor. The DPA sets out how we process it, as Article 28 of the GDPR requires.
4.3 You confirm you have a lawful basis to put personal data into the Service, and that you have told the people concerned, such as snaggers and contractors, what the GDPR requires them to be told.
4.4 The optional AI features (reading room names on plans, and reading paper snag lists) send the images involved to the AI provider named in the DPA, outside the EU, under the safeguards described there. They are switched on only if the Order Form says so, and we switch them off whenever you ask.
4.5 At any time, and for 30 days after your subscription ends, you can ask for a full export of Customer Data: a database file plus all photos and plans. We provide it within 10 working days, at no charge.
4.6 We delete Customer Data from the Service within 30 days after your subscription ends, or sooner if you ask in writing, unless the law requires us to keep some of it. Copies in our encrypted backups are deleted within a further 30 days. We confirm deletion in writing.
4.7 We may use anonymous, combined figures about how the Service is used, such as the number of snags logged, to improve it. They never identify you, your Users or a development.
Availability and support
5.1 We aim for the Service to be available 99.5% of each calendar month. The following don't count against that: brief restarts when we install updates, normally under five minutes each; planned maintenance outside 07:00 to 19:00 Irish time on working days, with at least 24 hours' notice; and problems caused by you, your Users, your network, or events outside our reasonable control.
5.2 If availability falls below 99.5% in a month, you may ask within 30 days for a credit of 10% of that month's fee, or 25% if it falls below 98%. Credits are your only remedy for availability, unless the failure is also a material breach under clause 8.2.
5.3 Support is by email at gearoid@qsnag.com, 09:00 to 17:00 Irish time on working days. We reply within one working day, and within four working hours if no User can sign in.
5.4 We improve the Service over time. We won't remove a feature you rely on, or reduce security, without 60 days' notice. If such a change materially harms you, you may end your subscription and get a pro-rata refund of fees paid for the period after it ends.
Confidentiality and ownership
6.1 Each party keeps the other's non-public business information confidential, uses it only for this agreement, and shares it only with people who need it for this agreement and are bound to keep it confidential. This doesn't apply to information that is public through no fault of the receiving party, that it already had or developed independently, or that the law requires it to disclose.
6.2 We own the Service and everything in it except Customer Data. If you send us ideas or feedback, we may use them freely.
Liability
7.1 We will provide the Service with reasonable skill and care. Apart from that and what these terms say, the Service is provided as it is. It records snags but doesn't inspect or certify building work: inspection and sign-off remain your responsibility.
7.2 Each party's total liability under or in connection with this agreement, in any 12-month period, is limited to the greater of €1,000 and the fees paid and payable by you in the 12 months before the event giving rise to the claim.
7.3 Neither party is liable for loss of profit, revenue, business or goodwill, or for any indirect or consequential loss.
7.4 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for your obligation to pay fees, or for anything else that can't be limited by law.
Term and ending
8.1 This agreement starts on the date in the Order Form and continues while you have a subscription.
8.2 Either party may end it at once by written notice if the other materially breaches it and doesn't fix the breach within 30 days of being asked to, or becomes insolvent. If you end it because of our breach, we refund fees paid for the period after it ends.
8.3 Clauses 4.5, 4.6, 6, 7 and 9, and any fees owed, keep applying after the end.
General
9.1 Events outside our control. Neither party is liable for delay or failure caused by events outside its reasonable control, but it must tell the other and keep the effect as small as it reasonably can.
9.2 Changes to these terms. We may update these terms by giving you at least 30 days' notice by email. The new version applies from your next renewal after that notice, or straight away if the law requires the change. A change that materially harms you doesn't apply to you until your current paid period ends, and you may cancel before then.
9.3 Transfer. You may not transfer this agreement without our written consent. We may transfer it to a buyer of our business, with notice to you.
9.4 Notices. Notices are given by email to the addresses in the Order Form, or to gearoid@qsnag.com for us.
9.5 Whole agreement. These terms, the Order Form and the DPA are the whole agreement between us and replace anything said or written before. If a court finds any part unenforceable, the rest still applies.
9.6 Law. This agreement is governed by the laws of Ireland, and the Irish courts have exclusive jurisdiction.