1) Agreement

These Terms govern use of the ShadowQS service ("Service") provided by [LEGAL ENTITY NAME] ("ShadowQS", "we", "us"). By using the Service, you agree to these Terms.

2) The Service

ShadowQS provides software that surfaces commercial events from connected sources (such as email) and helps users assemble records and evidence exports.

ShadowQS does not provide legal, contractual, or professional quantity surveying advice.

3) Accounts

• You must provide accurate information and keep credentials secure.
• You are responsible for activity under your account.
• Organisation admins manage user access.

4) Your responsibilities

You agree to:

• have the right to connect inboxes and content to ShadowQS;
• inform staff and obtain any necessary permissions;
• use the Service lawfully and in line with your contracts.

5) Acceptable use

You must not misuse the Service, interfere with its operation, or process unlawful content.

6) Customer content

You retain ownership of customer content. You grant ShadowQS a limited licence to host and process that content solely to provide the Service as configured by you.

7) Data protection

Data protection obligations (including processor terms) are set out in a Data Processing Addendum ("DPA") at [URL] or incorporated into your order form.

8) Fees and payment

Fees and billing terms are set out in your order form. Late payment may result in suspension after notice.

9) Trials and beta features

Trials or beta features may be provided "as is", may change, and may be withdrawn at any time.

10) Intellectual property

ShadowQS retains all intellectual property rights in the Service. You receive a non-exclusive, non-transferable right to use it during the subscription term.

11) Confidentiality

Each party will protect the other's confidential information and use it only for purposes of this Agreement.

12) Warranties and disclaimers

We provide the Service with reasonable care and skill. Except as stated, the Service is provided "as is" to the extent permitted by law.

13) Limitation of liability

To the maximum extent permitted by law:

• neither party is liable for indirect or consequential losses; and
• ShadowQS's total liability is capped at [e.g. fees paid in the 12 months preceding the claim].

Nothing excludes liability that cannot be excluded by law.

14) Suspension and termination

We may suspend access for security, legal, or material breach reasons. Either party may terminate for uncured material breach. On termination, you may export customer content for [30] days, after which it may be deleted.

15) Changes

We may update these Terms from time to time. Material changes will be notified.

16) Governing law

These Terms are governed by the law of England and Wales, and the courts of England and Wales have jurisdiction.