Terms of Service

Last Updated: April 2026

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

1. Introduction and Acceptance

1.1 Agreement to Terms

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("Customer", "you", or "your") and MODULUX LTD, a company incorporated under the laws of the Republic of Cyprus under registration number HE 490331 ("Company", "Provider", "we", "us", or "our").

By creating an account, accessing, or using our cloud-based software service (the "Service" or "Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

1.2 Eligibility

The Service is intended for users who are at least eighteen (18) years of age. By using the Service, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Service.

1.3 Changes to Terms

We reserve the right to modify these Terms at any time at our sole discretion. If we make material changes to these Terms, we will notify you by email at least thirty (30) days prior to the changes taking effect. Your continued use of the Service following notification of such changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue using the Service.

2. Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent voting interest.

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

"Customer Content" means all data, information, files, and other content that you upload, submit, store, or transmit through the Service.

"Documentation" means the user guides, help files, and other technical documentation provided by the Company relating to the Service.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and any other intellectual property or proprietary rights recognized in any jurisdiction worldwide.

"Service" means the cloud-based software application and related services provided by the Company, including any updates, upgrades, and new features made available to Customer.

"Subscription Period" means the period during which Customer is permitted to access and use the Service, as specified in the applicable order or subscription plan.

3. The Service

3.1 Description of Service

The Service is a cloud-based construction cost estimation tool that enables users to estimate building costs with localized data. The Service is provided on a software-as-a-service (SaaS) basis and is accessed via the internet through a web browser or mobile application.

3.2 Service Availability

We will use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for planned maintenance (of which we will endeavour to provide reasonable advance notice) and unscheduled emergency maintenance. We do not guarantee that the Service will be uninterrupted or error-free.

3.3 Modifications to Service

We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service, provided that if we discontinue the Service entirely, we will provide you with a pro-rata refund of any prepaid fees for the unused portion of the Subscription Period.

4. Account Registration and Security

4.1 Account Creation

To access and use the Service, you must create an account by providing accurate, current, and complete information as prompted by the registration form. You agree to update your account information promptly to keep it accurate, current, and complete.

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to: (a) immediately notify us of any unauthorized use of your account or any other breach of security; and (b) ensure that you log out from your account at the end of each session. We shall not be liable for any loss or damage arising from your failure to comply with this Section.

4.3 Account Sharing

Your account is personal to you and may not be shared with, transferred to, or used by any other person or entity without our prior written consent. You may not allow multiple users to access the Service through a single account.

5. Fees and Payment

5.1 Subscription Fees

Access to the Service requires payment of subscription fees as set forth on our website or as otherwise agreed in writing (the "Fees"). All Fees are quoted and payable in the currency specified at the time of purchase. Unless otherwise stated, all Fees are exclusive of applicable taxes, which shall be your responsibility.

5.2 Payment Terms

You agree to pay all Fees in advance for each Subscription Period. Payment shall be made via the payment method specified at the time of registration. By providing a payment method, you authorize us to charge such payment method for all Fees due. If your payment method fails or your account is past due, we may collect Fees using other collection mechanisms and may suspend or terminate your access to the Service.

5.3 Automatic Renewal

Unless you notify us of your intention not to renew before the end of the current Subscription Period, your subscription will automatically renew for successive periods of the same duration as the initial Subscription Period, and you authorize us to charge the then-current Fees to your designated payment method.

5.4 Price Changes

We may change our Fees at any time by posting a notice on our website or by notifying you via email. Fee changes will take effect at the start of the next Subscription Period following the date of the fee change. If you do not agree to a fee change, you may cancel your subscription before the fee change takes effect.

5.5 Taxes

You are responsible for all applicable taxes, including but not limited to value-added tax (VAT), goods and services tax (GST), sales tax, and withholding taxes. If we are required to collect or pay any taxes on your behalf, such taxes will be charged to you in addition to the Fees.

6. Licence Grant and Restrictions

6.1 Licence Grant

Subject to your compliance with these Terms and payment of all applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service solely for your internal business purposes during the Subscription Period.

6.2 Use Restrictions

You shall not, and shall not permit any third party to:

7. Intellectual Property Rights

7.1 Company Ownership

The Service, including all software, algorithms, interfaces, technology, databases, content, designs, text, graphics, logos, trademarks, and all Intellectual Property Rights therein, are and shall remain the exclusive property of the Company and its licensors. Nothing in these Terms shall be construed to grant you any rights in or to the Service except for the limited licence expressly set forth in Section 6.1.

7.2 Customer Content

You retain all ownership rights in and to Customer Content. By submitting Customer Content to the Service, you grant us a worldwide, non-exclusive, royalty-free licence to use, host, store, reproduce, modify, and display Customer Content solely as necessary to provide and improve the Service. This licence terminates when you delete Customer Content or your account, except where retention is required by law or for legitimate business purposes (e.g., backup archives).

7.3 Feedback

If you provide us with any feedback, suggestions, or recommendations regarding the Service ("Feedback"), you hereby assign to us all right, title, and interest in and to such Feedback. We shall be free to use, disclose, reproduce, and otherwise exploit Feedback without restriction or compensation to you.

8. Confidentiality

8.1 Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except as expressly permitted herein; and (c) use such Confidential Information only for the purposes of exercising its rights or performing its obligations under this Agreement. Each party may disclose Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

8.2 Exceptions

Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.

8.3 Required Disclosure

A party may disclose Confidential Information if required by law, regulation, or court order, provided that the disclosing party gives the other party reasonable advance notice (to the extent legally permitted) and cooperates in any effort to obtain protective treatment for the information.

9. Data Protection and Privacy

9.1 Privacy Policy

Our collection, use, and processing of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection and processing of your personal data as described in the Privacy Policy.

9.2 Data Processing

To the extent that we process personal data on your behalf in connection with the Service, we will do so in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable. Upon request, we will enter into a Data Processing Agreement setting forth the parties' respective obligations with respect to such processing.

9.3 Security Measures

We implement and maintain appropriate technical and organizational measures designed to protect Customer Content against unauthorized access, alteration, disclosure, or destruction. These measures include, but are not limited to, encryption of data in transit and at rest, access controls, and regular security assessments.

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) it will comply with all applicable laws in its performance of this Agreement; and (c) this Agreement constitutes a valid and binding obligation enforceable against it.

10.2 Company Warranties

We warrant that the Service will perform materially in accordance with the Documentation during the Subscription Period. Your sole and exclusive remedy for any breach of this warranty shall be, at our option, either: (a) repair or replacement of the non-conforming Service; or (b) termination of the affected subscription and a pro-rata refund of prepaid Fees for the unused portion of the Subscription Period.

10.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

10.4 No Reliance

The Service provides estimates and calculations for informational purposes only. The Service does not constitute professional advice, and you should not rely solely on the Service for any business, financial, legal, or other decisions. We recommend that you consult with appropriate professionals before making any decisions based on information provided by the Service.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO THE COMPANY DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exceptions

The limitations set forth in this Section 11 shall not apply to: (a) a party's breach of its confidentiality obligations; (b) a party's indemnification obligations; (c) Customer's payment obligations; or (d) either party's gross negligence or wilful misconduct.

11.4 Basis of the Bargain

The limitations of liability set forth in this Section 11 are fundamental elements of the basis of the bargain between the parties and reflect a fair allocation of risk. The Service would not be provided without such limitations.

12. Indemnification

12.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Service in violation of these Terms; (b) your Customer Content; (c) your violation of any applicable law or regulation; or (d) your violation of any third-party rights.

12.2 Company Indemnification

We will indemnify, defend, and hold you harmless from and against any third-party claims alleging that the Service, when used in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, and will pay any damages finally awarded against you or any settlement amount agreed to by us. This indemnification obligation shall not apply if the alleged infringement arises from: (a) modifications to the Service not made by us; (b) combination of the Service with other products, services, or technologies not provided by us; or (c) your use of the Service in violation of this Agreement.

12.3 Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defence and settlement of the claim (provided that the indemnifying party may not settle any claim that imposes any obligation on the indemnified party without consent); and (c) provide reasonable cooperation to the indemnifying party at the indemnifying party's expense.

13. Term and Termination

13.1 Term

This Agreement commences on the date you first accept these Terms or access the Service (the "Effective Date") and continues until terminated in accordance with this Section 13.

13.2 Termination for Convenience

You may terminate your subscription at any time by providing notice to us through your account settings or by contacting customer support. Termination will be effective at the end of the current Subscription Period, and you will not be entitled to a refund of any prepaid Fees unless otherwise required by applicable law.

13.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) becomes the subject of bankruptcy, insolvency, receivership, liquidation, or similar proceedings.

13.4 Suspension

We may suspend your access to the Service immediately without notice if: (a) your account is past due; (b) we reasonably believe your use of the Service poses a security risk or may harm other users; (c) we reasonably believe you are using the Service in violation of these Terms or applicable law; or (d) required by law or government order.

13.5 Effect of Termination

Upon termination or expiration of this Agreement: (a) all rights and licences granted to you hereunder shall immediately terminate; (b) you shall immediately cease all use of the Service; and (c) we may delete your Customer Content within thirty (30) days of termination, unless we are required by law to retain it for a longer period. The following Sections shall survive termination: 2 (Definitions), 7 (Intellectual Property), 8 (Confidentiality), 10.3 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13.5 (Effect of Termination), and 14 (General Provisions).

14. General Provisions

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to its conflict of laws principles.

14.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Nicosia, Cyprus, and the parties hereby consent to such jurisdiction and waive any objection to venue in such courts. Notwithstanding the foregoing, this Section shall not prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction.

14.3 Entire Agreement

This Agreement, together with the Privacy Policy and any other documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

14.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

14.5 Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

14.6 Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without our prior written consent. We may assign this Agreement freely to any Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets. Any attempted assignment in violation of this Section shall be void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

14.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

14.8 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) where such failure or delay results from circumstances beyond such party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, labour disputes, government actions, or internet or telecommunications failures.

14.9 Notices

All notices under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one (1) business day after deposit with an internationally recognized overnight courier; or (d) five (5) business days after mailing by registered or certified mail, return receipt requested, postage prepaid. Notices to you shall be sent to the email address associated with your account. Notices to us shall be sent to legal@modulux-tech.com.

14.10 Export Compliance

You agree to comply with all applicable export and import control laws and regulations in connection with your use of the Service, and you shall not export, re-export, or transfer the Service to any prohibited destination, entity, or individual without first obtaining all required governmental authorizations.

14.11 Third-Party Rights

This Agreement does not confer any rights or remedies upon any person or entity other than the parties hereto and their respective successors and permitted assigns.

14.12 Language

This Agreement is written in English, and the English language version shall be controlling. Any translation of this Agreement into another language is for convenience only and shall not affect the interpretation of this Agreement.

15. Contact Information

If you have any questions about these Terms, please contact us at:

Company: MODULUX LTD

Registration Number: HE 490331

Registered Office: Vasil Michalidi, Limassol, Cyprus

Email: contact@modulux-tech.com

Legal: legal@modulux-tech.com

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.