CivilTakeoff.ai Terms of Service

1. Definitions

• “User”, “you”, or “Customer”: The individual or entity using the Service.
• “User Content”: Any files, plans, documents, data, or other materials you upload or submit to the Service.
• “Aggregated Data”: Data that has been de-identified and combined with other user data for analytics, research, and product improvement.
• “Output”: Any data, reports, or information generated by the Service.
• “Service”: The CivilTakeoff.ai web platform and all related features, software, and documentation.

2. Eligibility & Account Responsibility

• You must be at least 18 years old and able to form a binding contract to use the Service.
• You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
• You agree to notify us immediately of any unauthorized use of your account.

3. Use of the Service

• You may use the Service solely for lawful purposes and in accordance with these Terms.
• You agree not to:
  • Share your login credentials with others.
  • Reverse engineer, decompile, or attempt to discover the source code or underlying algorithms of the Service.
  • Use the Service to infringe on the rights of others or violate any law.
  • Upload unlawful, defamatory, or infringing content.
  • Interfere with or disrupt the Service.
• Performance Monitoring: The Service automatically collects technical performance data (including device capabilities, frame rates, session metrics, and screen dimensions) to optimize performance and improve user experience. This data collection is part of the Service and cannot be disabled. By using the Service, you consent to this performance monitoring.
• AI Processing: Your uploaded documents and content may be processed by third-party AI services (such as Google Gemini) to provide features including scale detection, scope extraction, construction notes analysis, and other document analysis capabilities. By uploading content, you consent to this processing.
• Email Tracking: Emails sent through the Service (such as project correspondence and RFQ emails) may include tracking pixels to measure delivery and engagement. Recipients of these emails will have their email open events, IP address, and device information recorded.

4. User Content & License

• Ownership: You retain ownership of all User Content you upload.
• License: By uploading User Content, you grant CivilTakeoff.ai a non-exclusive, worldwide, royalty-free license to use, process, modify, and display your content as necessary to provide and improve the Service, including for training and enhancing our AI models.
• Aggregated Data: We may use Aggregated Data derived from your User Content for analytics, research, and product improvement. Aggregated Data is owned by CivilTakeoff.ai and does not identify you or your organization.
• Responsibility: You represent and warrant that you have all necessary rights to upload your User Content and that it does not violate any third-party rights or laws.

5. Subscriptions & Payments

• Subscription Plans: The Service is offered through subscription plans (Starter, Pro, Pro+, and Pro+ Intelligence) as displayed on our pricing page. All plans include access to our manual takeoff tool and related features.
• Billing Cycles: Subscriptions are billed on a monthly or annual basis, as selected during signup. Monthly subscriptions are charged each month on the anniversary of your subscription start date. Annual subscriptions are charged once per year and offer a discount compared to monthly billing.
• Auto-Renewal: Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date. You will be charged the then-current subscription fee for your plan.
• Plan Changes: You may upgrade or downgrade your subscription plan at any time. Upgrades take effect immediately. Downgrades take effect at the end of your current billing period. No refunds or credits are provided for partial billing periods when downgrading.
• Cancellation: You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of your current billing period. Upon cancellation, your subscription will downgrade to the Starter plan (free tier) at the end of the billing period, and you will retain access to paid features until that time.
• Refund Policy: We offer a 30-day money-back guarantee for all paid subscription plans. If you are not satisfied with the Service within the first 30 days of your initial subscription, contact us at support@vertigraph.com for a full refund. After the 30-day period, all payments are final and non-refundable, except as required by law.
• Payment Processor: All payments are processed securely via Stripe. By making a payment, you agree to Stripe's terms of service.
• Price Changes: We reserve the right to modify subscription prices at any time. Price changes will not affect your current billing period but will apply to subsequent renewals. We will notify you of any price changes at least 30 days in advance.
• Taxes: You are responsible for any applicable taxes, duties, or fees imposed by your jurisdiction.
• Failed Payments: If a payment fails, we will attempt to charge your payment method again. If payment continues to fail, we may suspend or terminate your subscription and access to paid features until payment is successfully processed.

6. Service Availability & Modifications

• We strive to provide reliable access to the Service but do not guarantee uninterrupted or error-free operation.
• The Service may be temporarily unavailable for maintenance or due to factors beyond our control.
• We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice.

7. Data Privacy & Security

• We process your data in accordance with our Privacy Policy.
• You remain the owner of your data; we act as a data processor.
• We may transfer and process your data in the United States or other countries where we or our service providers operate.
• You are responsible for ensuring that your use of the Service complies with all applicable data protection laws.

8. Service Limitations & Disclaimers

• The Service and all Outputs are provided for informational purposes only and may contain errors or inaccuracies.
• You should not rely solely on the Service for critical decisions and should consult a qualified professional as needed.
• CivilTakeoff.ai does not guarantee the accuracy, completeness, or suitability of any Output.
• The Service is provided "as is" and "as available," without warranties of any kind, express or implied.

9. AI-Powered Features & Disclaimers

• AI Accuracy: CivilTakeoff.ai offers AI-powered features including, but not limited to, automatic scale detection, construction class suggestions, page label extraction, revision diff detection, automated RFI drafting, scope extraction, soils report analysis, paving report analysis, specification extraction, construction notes extraction, and AI chat. These features use third-party AI models (such as Google Gemini) to analyze your documents and generate outputs. AI-generated outputs are estimates and suggestions only. They may contain errors, omissions, or inaccuracies (“hallucinations”), and should never be treated as a substitute for professional judgment.
• User Responsibility to Verify: You are solely responsible for reviewing, verifying, and validating all AI-generated outputs before relying on them for any purpose, including but not limited to bidding, estimating, construction planning, or any other professional decision. AI may miss items, misinterpret plan details, produce incorrect measurements, or generate inaccurate descriptions. Always cross-reference AI outputs against the original source documents and your own professional expertise.
• No Professional Advice: AI-generated outputs do not constitute professional engineering, architectural, legal, or construction advice. CivilTakeoff.ai is not liable for any decisions, actions, or losses arising from reliance on AI-generated outputs.
• AI Token Usage & Quotas: Certain AI features are available exclusively on the Pro+ Intelligence plan and are subject to a monthly token quota. Each user on the Pro+ Intelligence plan receives 20,000,000 AI tokens per month. Token quotas are cumulative across the organization; for example, an organization with three Pro+ Intelligence users would have a combined pool of 60,000,000 tokens per month shared across all members. Token consumption varies based on document size, complexity, and the number of pages processed; larger or more complex documents will consume more tokens per operation. Once your organization's combined monthly token quota is exhausted, AI features will be unavailable for all members until the quota resets at the start of the next billing cycle. Token quotas are subject to change; we will provide notice of any material changes to quota amounts.
• AI Availability: AI features depend on third-party AI services and may be temporarily unavailable, degraded, or modified due to factors outside our control, including third-party service outages, model updates, or rate limits. We do not guarantee uninterrupted availability of AI features.
• Continuous Improvement: AI models and their outputs may change over time as underlying models are updated or replaced. Results for the same input may vary between sessions. We continuously work to improve AI accuracy but make no guarantees regarding the consistency or quality of AI outputs.

10. Business Verification & Due-Diligence Reports

• What it is: The Service includes an optional Intelligence Report feature that compiles due-diligence information about businesses you add as customers or vendors, drawn from public registries, official government sources (including, for UK businesses, Companies House and HM Revenue & Customs), and publicly available web content, summarized in part using AI.
• Permitted use: You may use Intelligence Reports solely to conduct your own legitimate due diligence on a business with which you have, or are genuinely considering, a business relationship. You agree not to use this feature, or any information it returns, for any other purpose — including, without limitation, marketing or list-building, scraping, resale or redistribution of the data, harassment, or any purpose prohibited by law.
• Your legal responsibility: You are solely responsible for ensuring that your access to and use of any Intelligence Report complies with all applicable laws, including data-protection and consumer-protection laws. Where a report contains personal data (for example, about a sole trader or a named director), you are responsible for handling that data lawfully.
• Informational only; not a guarantee or a credit/background service: Intelligence Reports are generated automatically from third-party and public sources that may be incomplete, outdated, or inaccurate, and are provided for your information only. They are not legal, financial, credit, or professional advice, are not a regulated credit-reference or background-check service, and are not a guarantee of any business's legitimacy, solvency, identity, or future performance. You must independently verify any material finding before relying on it, and you remain solely responsible for your decisions.
• Source acknowledgement and no affiliation: This feature uses public-sector information. Companies House data is Crown copyright, reused under the terms permitting reuse of public register information; UK VAT data is provided by HMRC for the sole purpose of due diligence on VAT-registered businesses. CivilTakeoff.ai and Vertigraph are independent and are not affiliated with, endorsed by, or approved, accredited, or recognised by HMRC, Companies House, or any other government body. A report indication that a record was “verified with HMRC” or “verified on Companies House” means only that the specific record was confirmed against that source.
• Availability: This feature depends on third-party registries, government services, and AI providers, and may be unavailable, delayed, rate-limited, or modified at any time. We do not guarantee that any particular source or result will be available. The disclaimers in Sections 8 and 9 and our Privacy Policy also apply to this feature.

11. Intellectual Property

• All rights, title, and interest in the Service, including software, algorithms, Aggregated Data, and improvements, are owned by CivilTakeoff.ai.
• You may not use our trademarks, logos, or branding without our prior written consent.
• Feedback you provide may be used by us to improve the Service without compensation to you.

12. Termination

• You may stop using the Service at any time.
• We reserve the right to suspend or terminate your access for violations of these Terms or misuse of the Service, with or without notice.
• Upon termination, your access will be revoked and your User Content may be deleted. We are not responsible for any loss of data after termination.

13. Limitation of Liability

• To the maximum extent permitted by law, CivilTakeoff.ai and its affiliates are not liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or data, arising from your use of the Service.
• Our total liability for any claim related to the Service will not exceed the amount you paid to us in the 12 months preceding the claim.

14. Dispute Resolution

• These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles.
• Any disputes will be resolved exclusively in the state or federal courts located in Delaware.
• You waive any right to participate in class actions or class arbitrations.

15. Miscellaneous

• Severability: If any provision of these Terms is found invalid, the remainder will remain in effect.
• Assignment: You may not assign these Terms without our written consent.
• Force Majeure: We are not liable for delays or failures due to causes beyond our reasonable control.
• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and CivilTakeoff.ai regarding the Service.
• Updates: We may update these Terms from time to time. We will notify you of material changes. Continued use of the Service after changes means you accept the new Terms.

16. Contact

Questions or concerns?
📧 support@vertigraph.com