IntuVision Limited — VisionBuilder Platform

Terms and Conditions

Effective Date: March 2026

IMPORTANT — PLEASE READ CAREFULLY BEFORE EXECUTING AN ORDER FORM OR QUOTATION REFERENCING THESE TERMS.

These Terms and Conditions ("Terms") govern your access to and use of the VisionBuilder Platform and VisionBuilder Mobile Application operated by IntuVision Limited ("IntuVision"). By mutually executing with IntuVision one or more Order Forms or Quotations which reference these Terms, you ("Customer") agree to be bound by these Terms (together with each Order Form or Quotation, an "Agreement") to the exclusion of all other terms. If these Terms and an Order Form or Quotation together create an offer, acceptance of the offer is expressly limited to these Terms.

If you are entering into an Agreement with IntuVision on behalf of a company or other legal entity, you must be an employee, contractor, or authorised representative of that entity with full authority to bind it in order to accept these Terms, and you represent and warrant that you have the authority to do so. The rights granted under these Terms are expressly conditioned upon acceptance by such authorised personnel.

By executing an Order Form or Quotation referencing these Terms, you unconditionally accept and agree to be legally bound by these Terms. If you do not agree to these Terms in their entirety, you must not execute any Order Form or Quotation.

1. DEFINITIONS

In these Terms, the following words and expressions have the following meanings unless the context otherwise requires:

"Affiliates" means (a) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest; (b) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party; or (c) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity as a party owned by the same person, but such entity shall only be deemed to be an Affiliate for so long as such ownership exists.

"Agreement" means these Terms and Conditions, together with any applicable Order Form or Quotation and the Privacy Policy, all as amended by IntuVision from time to time.

"Anonymised Data" means data derived from Customer Content or from Customer's use of the Services that has been aggregated, de-identified, or otherwise processed in such a manner that it does not identify, and cannot reasonably be used to identify, any individual or Customer.

"Authorised Users" means, in respect of a Licensed Project, the Customer, its clients, customers, and contractors engaged in connection with that Licensed Project, and each of their respective directors, officers, employees, and authorised representatives, but in each case excluding any Prohibited Party.

"BIM Data" means any Building Information Model files, design files, drawings, or related data uploaded or integrated by Customer or its Authorised Users into the VisionBuilder Platform.

"Capture Device" means any unmanned aerial vehicle ("UAV"), drone, 360° camera, or other hardware device used by Customer or its Authorised Users in connection with the Services.

"Confidential Information" has the meaning given to it in Clause 13.1.

"Customer" or "you" or "your" means the individual, company, or other legal entity accepting these Terms, as the context requires.

"Customer Content" means all raw data, files, materials, and information uploaded to or made available through the Services by or on behalf of Customer or its Authorised Users, including (without limitation) 360° capture images and videos, drone footage, aerial imagery, BIM Data, project documents, and site photographs. For the avoidance of doubt, Customer Content does not include Anonymised Data or Platform Output.

"Documentation" means all user guides, technical manuals, specifications, help materials, system requirements, release notes, API references, knowledge base articles, and other instructional or descriptive materials relating to the Services, as made available or updated by IntuVision from time to time, whether in electronic or printed form.

"Equipment" means any hardware (including cameras, drones, accessories, and related devices) purchased directly from IntuVision by Customer, as specified in an applicable Order Form or Quotation.

"Free Services" means any free trial, beta, pilot, or evaluation access to the Services provided by IntuVision at no charge.

"IntuVision" or "we" or "us" or "our" means IntuVision Limited, a company incorporated in Hong Kong, and its successors and assigns.

"IntuVision IP" means all intellectual property rights in and to the VisionBuilder Platform, all IntuVision software (including source code and object code), algorithms, machine learning models, artificial intelligence systems, databases, user interfaces, Documentation, training data, Anonymised Data, and all IntuVision's underlying technology and methodologies used to generate Platform Output, together with all improvements, modifications, and derivative works thereof, whether or not created using Customer Content.

"Licensed Project" means the specific construction project identified in the applicable Order Form or Quotation in connection with which Customer is permitted to access and use the Services. Each Licensed Project requires a separate Order Form or Quotation and a separate subscription.

"Order Form" or "Quotation" means any written or electronic ordering document executed between Customer and IntuVision (or, where applicable, between Customer and a Reseller) specifying the Services and/or Equipment to be provided and the applicable fees.

"Platform Output" means any output data, reports, documents, or other materials derived from Customer Content and made available to Customer or its Authorised Users through the Services, including (without limitation) AI-generated progress reports, deviation analyses, and construction milestone reports. For the avoidance of doubt, Platform Output does not include the underlying IntuVision IP, algorithms, machine learning models, or Anonymised Data used or generated in producing such output.

"Prohibited Party" means any third party (including its employees and agents) whose primary business is offering software or a related service that is substantially similar to, a substitute for, or competitive with the VisionBuilder Platform or any of the Services.

"Reseller" means any IntuVision-authorised distributor, referral partner, or reseller that sells or resells the Services and/or Equipment to Customer under a separate arrangement between Customer and such Reseller.

"Services" means the VisionBuilder Platform, the VisionBuilder Mobile Application, any implementation assistance, support services, and all other related services provided by IntuVision to Customer pursuant to these Terms and any applicable Order Form or Quotation.

"Subscription Period" means the period during which Customer has a valid paid subscription to the Services, as specified in the applicable Order Form or Quotation, including any renewal periods.

"Usage Metric" means the applicable measure (whether by number of Authorised Users, number of projects, volume of data, construction value, or other metric) specified in an Order Form or Quotation to determine the scope of Customer's access and fees payable.

"VisionBuilder Mobile Application" means the mobile software application developed and made available by IntuVision for use on compatible mobile devices for the purpose of capturing 360° images, drone footage, and other site data, and interfacing with the VisionBuilder Platform.

"VisionBuilder Platform" means the VisionBuilder 4D spatiotemporal collaboration platform operated by IntuVision, including the web-based dashboard, APIs, machine learning and AI systems, and all associated features and functionality, together with any Updates made available from time to time.

2. ACCEPTANCE AND MODIFICATION OF TERMS

2.1 Acceptance. These Terms become legally binding on Customer upon the mutual execution of an Order Form or Quotation referencing these Terms. No access to or use of the Services shall be permitted in the absence of a duly executed Order Form or Quotation.

2.2 Authority. By accepting these Terms, the individual doing so represents and warrants that they have full legal authority to bind Customer.

2.3 Modification by IntuVision. IntuVision may amend these Terms at any time by posting an updated version on the VisionBuilder website, within the VisionBuilder Platform or VisionBuilder Mobile Application. Unless IntuVision specifies an earlier effective date (for example, where an amendment is required urgently for legal or regulatory compliance reasons), amended Terms shall take effect for existing Customers upon the earlier of: (a) the renewal of Customer's then-current Subscription Period; or (b) the effective date of a new Order Form or Quotation entered into after the amended Terms have been posted. In either case, Customer's continued use of the Services on or after the applicable effective date constitutes unconditional acceptance of the amended Terms. If Customer does not accept the amended Terms, Customer's sole remedy is to cease use of the Services and provide written notice of non-renewal in accordance with Clause 11.2. IntuVision is not obligated to notify Customer individually of any amendments, other than by posting the updated Terms on the VisionBuilder Platform, VisionBuilder Mobile Application or VisionBuilder website.

3. LICENCE GRANT TO CUSTOMER

3.1 Limited Licence. Subject to Customer's compliance with these Terms (including payment of all applicable fees), IntuVision grants to Customer a non-exclusive, non-assignable, non-sublicensable, non-transferable, revocable, limited licence during the applicable Subscription Period to: (a) access and use the VisionBuilder Platform via IntuVision's supported interfaces; and (b) download and use the VisionBuilder Mobile Application solely on devices owned or controlled by Customer or its Authorised Users, in each case solely for Customer's own business purposes solely in connection with the Licensed Project and strictly within the Usage Metrics and scope specified in the applicable Order Form or Quotation.

3.2 Restrictions on Licence. Customer shall not, and shall procure that its Authorised Users shall not:

sub-licence, resell, distribute, rent, lease, time-share, or otherwise monetise the Services as a standalone offering or in a service bureau;
reverse engineer, decompile, disassemble, or otherwise seek to derive the source code, non-public APIs, algorithms, or machine learning models of the Services or any part thereof, except to the limited extent expressly permitted by applicable law (and then only upon advance written notice to IntuVision);
combine, incorporate, or integrate the Services or any part thereof with any third-party programs, systems, or services other than through interfaces or integrations expressly approved by IntuVision;
use the Services to develop, provide, or incorporate into any software or service that is substantially similar to or competitive with the Services;
use the Services in any manner that infringes third-party intellectual property, privacy, or other rights;
transmit or upload any malicious code, viruses, or other harmful material;
use automated scripts, bots, or other automated means to access or interact with the Services without IntuVision's prior written consent;
exceed the Usage Metrics specified in the applicable Order Form or Quotation.
share login credentials or Authorised User access with any individual other than the Authorised User to whom they were issued. Customer shall keep all access credentials secure, maintain accurate records of all Authorised Users, and promptly notify IntuVision upon becoming aware of any suspected or actual unauthorised access to or compromise of any credentials;
frame, mirror, or incorporate any part of the Services into any third-party website or application without IntuVision's prior written consent;
remove or obscure any proprietary notices, trade marks, or copyright notices contained in or displayed by the Services;
use the Services for any military, weapons-related, nuclear, or hazardous purpose;
use the Services in any unlawful, fraudulent, or harmful manner;
publicly display or represent any Platform Output in a manner that misleads others as to the origin of such output or that disparages IntuVision;
provide any Prohibited Party with access to the VisionBuilder Platform or the Services; and
use the Services in connection with any project, construction site, engagement, or business activity other than the Licensed Project specified in the applicable Order Form or Quotation.

3.3 Authorised Users — Customer's Responsibility. Customer shall ensure that access to the Services is limited to Authorised Users in connection with the applicable Licensed Project only. Customer shall: (a) ensure that no Authorised User is a Prohibited Party; (b) not make any representations or warranties regarding the Services on behalf of IntuVision or create any obligations or liabilities for IntuVision; (c) be directly liable to IntuVision for each Authorised User's compliance with these Terms and for all activities of Authorised Users in connection with the Services, including the uploading of Customer Content; and (d) ensure that all obligations of Customer under these Terms apply equally to all Authorised Users. Customer shall supervise and control all Authorised User access to, and use of, the Services.

3.4 Updates and Feature Modifications. IntuVision may, at its sole discretion, make available updates, patches, enhancements, new versions, or other modifications to the Services (collectively, "Updates") from time to time. Nothing in these Terms obliges IntuVision to develop or release any particular Update, or to make any Update available solely because it has made that Update available to any other customer. IntuVision may cease supporting old versions or releases of the Services at any time in its sole discretion but shall use commercially reasonable efforts to give Customer thirty (30) days' written notice before implementing any major reduction in the core functionality of the Services.

3.5 Scheduled Maintenance. IntuVision may perform scheduled maintenance on the Services from time to time. IntuVision shall use commercially reasonable efforts to provide Customer with at least forty-eight (48) hours' advance notice of any scheduled maintenance that is expected to result in material downtime, and to schedule such maintenance during off-peak hours where practicable.

4. SUPPORT AND PROFESSIONAL SERVICES

4.1 Professional Services. Subject to Customer maintaining a valid paid subscription, IntuVision will provide the following complimentary professional services in connection with the Services: (a) initial setup assistance, including alignment of project requirements relating to BIM integration, construction programme, capture frequency, and report format; (b) custom training on best practices for site capture and productivity analysis; and (c) ongoing support, including query handling and troubleshooting. The scope, availability, and delivery of such professional services shall be as described in IntuVision's then-current service descriptions, which IntuVision may update from time to time at its sole discretion.

4.2 Modifications to Support. IntuVision reserves the right to modify, supplement, or discontinue any professional services or support offerings at any time, provided that IntuVision shall use commercially reasonable efforts to maintain a level of support that is materially consistent with the support provided at the commencement of Customer's Subscription Period.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 IntuVision IP. IntuVision exclusively owns all right, title, and interest in and to the IntuVision IP, including the VisionBuilder Platform, all underlying software (source code and object code), algorithms, machine learning and artificial intelligence models, databases, interfaces, designs, Documentation, training datasets, and Anonymised Data. These Terms do not transfer or assign any IntuVision IP to Customer, and no rights in the IntuVision IP are granted to Customer except for the limited licence in Clause 3.1. IntuVision reserves all rights not expressly granted herein. Customer acknowledges that the Services may include technical features designed to prevent use beyond the applicable authorised Subscription Period or use that is inconsistent with these Terms.

5.2 Ownership of Platform Output. As between IntuVision and Customer, IntuVision retains all right, title, and interest in and to the Platform Output. Customer's sole rights in respect of Platform Output are the licences expressly granted under Clauses 5.3 and 5.4, which do not confer any right, title, or interest in or to the underlying algorithms, machine learning models, Anonymised Data, or analytical methodologies used to generate such Platform Output, all of which remain the exclusive property of IntuVision.

5.3 Platform Output — Licence During Subscription Period. Subject to Customer's compliance with these Terms, IntuVision hereby grants Customer a non-exclusive, worldwide, royalty-free licence during the Subscription Period to use, reproduce, modify, distribute, and display the Platform Output generated from Customer's own Customer Content, for Customer's own business purposes. During the Subscription Period, Customer may access, download, and use Platform Output through the Services.

5.4 Platform Output — Post-Termination Licence. Upon expiration or termination of the Subscription Period, Customer may export its Platform Output in accordance with Clause 17.6(b). Customer shall have a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence to use, reproduce, distribute and display any Platform Output that was lawfully downloaded or exported by Customer during the Subscription Period or the Export Period, for Customer's own business purposes. IntuVision may, at its sole discretion, make available alternative post-termination data access arrangements (including alternative delivery methods or continued access through a separate subscription or service package), on such terms and conditions as IntuVision may reasonably specify.

5.5 No Implied Rights. Nothing in these Terms shall be construed as granting Customer any right, title, or interest in any IntuVision IP by implication, estoppel, or otherwise, beyond the limited rights expressly set out herein.

5.6 No Source Code Access. Customer acknowledges that it has no rights to access the Services in source code form, other than to the limited extent expressly permitted by applicable law.

6. CUSTOMER CONTENT AND DATA

6.1 Customer Ownership of Customer Content. As between IntuVision and Customer, Customer retains ownership of all Customer Content. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content, and for ensuring it has all necessary intellectual property rights and other permissions to submit such Customer Content to the Services.

6.2 Licence Granted by Customer to IntuVision. Customer hereby grants IntuVision a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, and transferable licence to: (a) access, copy, store, use, transmit, process, display, and modify Customer Content to the extent necessary to provide and maintain the Services; (b) process Customer Content using IntuVision's machine learning, AI, and analytical systems to generate Platform Output; (c) generate and retain Anonymised Data derived from Customer Content and from Customer's use of the Services, and use such Anonymised Data for IntuVision's business activities, including product development, benchmarking, and commercial exploitation; and (d) disclose Customer Content as required by applicable law or legal process. This licence survives termination or expiration of these Terms in respect of Anonymised Data.

6.3 AI Training — Permitted Use. Customer specifically acknowledges and agrees that IntuVision's business activities under Clause 6.2(c) include, without limitation, the use of Customer Content (on an anonymised and aggregated basis) and Anonymised Data to train, test, develop, improve, and commercialise IntuVision's artificial intelligence and machine learning models, algorithms, tools, and related AI-powered products and features. This right is fundamental to IntuVision's ability to provide and continuously improve the Services, and Customer's acceptance of these Terms constitutes informed and unambiguous consent to this use. IntuVision shall not use Customer Content for AI training purposes in a manner that identifies or discloses Customer's Confidential Information.

6.4 Customer Warranties Regarding Content. Customer represents and warrants that: (a) Customer has all rights, licences, consents, and permissions necessary to submit Customer Content and to grant the licence in Clause 6.2; (b) Customer Content does not infringe any third-party intellectual property, privacy, or other rights; (c) Customer Content does not include any material that is unlawful, defamatory, obscene, or tortious; (d) any Personal Data that Customer or its Authorised Users input into, or otherwise process through, the Services has been collected and processed in compliance with all applicable data protection laws; (e) Customer has provided all necessary notices and obtained and maintains all necessary consents, authorisations, and other valid legal bases required under applicable data protection laws for the processing of such Personal Data in connection with Customer's and its Authorised Users' use of the Services (including in captured images and footage); and (f) Customer's instructions to IntuVision in relation to the processing of Personal Data shall at all times comply with applicable data protection laws.

6.5 No Obligation to Monitor. IntuVision is under no obligation to review, edit, or monitor Customer Content. IntuVision may, at its sole discretion and without notice, remove, block, or disable access to any Customer Content that IntuVision determines (in its absolute discretion) to be in violation of these Terms, applicable law, or otherwise objectionable.

6.6 Feedback. Any feedback, suggestions, ideas, enhancement requests, or other input provided by Customer or its Authorised Users regarding the Services (collectively, "Feedback") is and shall be the exclusive property of IntuVision. Customer irrevocably assigns all intellectual property rights in all Feedback to IntuVision. IntuVision has no obligation to compensate, credit, or attribute Customer for any Feedback, regardless of whether it is used by IntuVision. Feedback shall not create any confidentiality obligation on IntuVision, and IntuVision may freely use, disclose, reproduce, and incorporate Feedback into its products and services for any business purpose without restriction.

7. DRONE, 360° CAPTURE, AND MOBILE APPLICATION OPERATIONS

7.1 Customer's Sole Responsibility. Customer is solely and exclusively responsible for ensuring that all operations involving Capture Devices in connection with the Services, including but not limited to drone/UAV and 360° capture operations, comply with all applicable local, national, and international laws and regulations, including (without limitation): (a) aviation and airspace regulations and authorisations; (b) privacy and data protection laws; (c) private property access rights and consents; (d) health and safety regulations; and (e) any applicable permits, licences, or authorisations required for aerial or ground-based capture.

7.2 Privacy. Customer is solely responsible for ensuring that all images, footage, and other data captured by or on behalf of Customer or its Authorised Users in connection with the Services comply with all applicable privacy and data protection laws prior to upload to the VisionBuilder Platform.

7.3 No IntuVision Liability. IntuVision has no responsibility for, and Customer indemnifies IntuVision against all claims arising from, Customer's Capture Device operations, including any aviation incidents, privacy breaches, property damage, personal injury, or regulatory penalties arising from Customer's capture activities.

7.4 Insurance. Customer shall, at its own cost, obtain and maintain throughout the Subscription Period adequate insurance coverage appropriate to its activities in connection with the Services, including (without limitation) public liability insurance, professional indemnity insurance, and any insurance required by applicable law in respect of the operation of Capture Devices. IntuVision shall have no liability for any loss, damage, or claim arising from Customer's failure to obtain or maintain adequate insurance.

8. EQUIPMENT

8.1 Customer's Own Equipment. Customer is responsible for obtaining and maintaining, at its own cost, all hardware, Capture Devices, internet connectivity, and other equipment necessary to access and use the Services, in accordance with IntuVision's then-current Documentation and system requirements.

8.2 Equipment Purchased from IntuVision. This Clause 8.2 applies only where Customer purchases Equipment directly from IntuVision as specified in an applicable Order Form or Quotation. IntuVision shall supply Customer with the quantities of Equipment specified in the Order Form or Quotation. Equipment purchases are binding and non-cancellable. Fees for Equipment shall be invoiced upfront and are due within thirty (30) days of the date of invoice. IntuVision warrants that all Equipment sold by IntuVision shall be in new and unused condition at the time of delivery. In respect of Equipment manufactured by third parties (including cameras, drones, and accessories), IntuVision hereby assigns and transfers to Customer all rights under applicable manufacturers' warranties, to the extent such warranties are assignable. Save for the foregoing warranty of condition at the time of delivery and the assignment of manufacturers' warranties, IntuVision provides no further warranty in respect of Equipment.

8.3 Risk and Title. Risk of loss and title to Equipment purchased from IntuVision shall pass to Customer upon delivery. Customer is responsible for inspecting all Equipment upon delivery and notifying IntuVision in writing of any damage or discrepancy within seven (7) days of delivery.

9. RESELLER ARRANGEMENTS

9.1 Application. This Clause 9 applies where Customer procures Services and/or Equipment through a Reseller under a separate arrangement between Customer and the Reseller (a "Reseller Arrangement"). IntuVision will provide the Services and/or Equipment to Customer under a Reseller Arrangement only where IntuVision and the Reseller have executed an applicable Order Form or Quotation for such purchase.

9.2 Customer Acknowledgements. Where Customer procures through a Reseller Arrangement, Customer acknowledges and agrees that: (a) IntuVision may share information with the Reseller related to Customer's use of the Services, to the extent necessary to administer the Reseller Arrangement; (b) notwithstanding anything to the contrary in these Terms, all payments of fees, refunds, and credits (if any) in connection with the Reseller Arrangement shall be payable by or to the Reseller, and not directly by or to Customer, in accordance with the terms of the applicable Order Form or Quotation; (c) these Terms continue to govern Customer's use of the Services in all respects, notwithstanding anything to the contrary in any agreement between Customer and the Reseller; and (d) the Reseller has no authority to make any changes to these Terms, or to make any warranties, representations, promises, or commitments on behalf of IntuVision or in any way concerning the Services or Equipment. Any such statements made by a Reseller shall not be binding on IntuVision.

10. FEES, PAYMENT, AND TAXES

10.1 Fees. Customer shall pay all fees specified in the applicable Order Form or Quotation. All fees are: (a) based on the Services and Usage Metrics purchased, not actual usage; (b) non-cancellable; and (c) non-refundable except as expressly set out in Clause 17.6(c).

10.2 Payment. Unless otherwise specified in an Order Form or Quotation, all fees are due and payable in advance on the terms set out in the applicable Order Form or Quotation. If no payment terms are specified, invoices are due within 14 (fourteen) days of the date of invoice. Time of payment is of the essence.

10.3 Late Payment. If any amount is not paid by the due date: (a) IntuVision may charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), compounded monthly, from the due date until full payment is received; (b) IntuVision may accelerate all outstanding fee obligations so that they become immediately due and payable; (c) IntuVision may suspend or terminate Customer's access to the Services in accordance with Clause 17.3, without liability to Customer; and (d) IntuVision may exercise any other remedies available to it at law or in equity. Suspension or termination of the Services pursuant to this Clause shall not relieve Customer of any payment obligations.

10.4 Taxes. All fees are exclusive of all taxes, duties, levies, and similar governmental charges of any nature ("Taxes"). Customer is solely responsible for all Taxes applicable to its purchases under these Terms. If IntuVision is required by law to collect or remit Taxes for which Customer is responsible, IntuVision shall invoice Customer for such Taxes and Customer shall pay the invoiced amount accordingly, grossed up where necessary so that IntuVision receives the full invoiced fee net of any required withholding or deduction. Customer shall provide IntuVision with valid tax exemption certificates promptly upon request.

10.5 Price Revisions. IntuVision reserves the right to revise its fees at the commencement of any renewal Subscription Period upon not less than thirty (30) days' written notice to Customer prior to the end of the then-current Subscription Period. Customer's continued use of the Services following the commencement of the renewal period at the revised fees constitutes acceptance of the revised fees. If Customer does not accept revised fees, Customer's sole remedy is to provide written notice of non-renewal in accordance with Clause 11.2 before the revised fees take effect.

10.6 Disputed Invoices. Customer shall raise any invoice dispute in writing within seven (7) days of the invoice date. Undisputed amounts remain payable by the due date. IntuVision will not exercise its suspension or acceleration rights in respect of an amount that is the subject of a bona fide dispute raised in accordance with this Clause, provided Customer pays all undisputed amounts promptly and cooperates diligently to resolve the dispute.

10.7 Purchase Orders. Where Customer submits a purchase order to IntuVision after entering into an Order Form or Quotation, Customer acknowledges that: (a) any such purchase order is for Customer's internal administrative purposes only; (b) IntuVision rejects any purchase order terms to the extent they add to or conflict with these Terms or the applicable Order Form or Quotation, and such additional or conflicting terms shall have no force or effect, even if IntuVision signs the purchase order for Customer's administrative convenience; and (c) any purchase order number that Customer wishes to appear on an invoice must be provided to IntuVision sufficiently in advance of the relevant invoice being issued.

11. SUBSCRIPTIONS, RENEWAL, AND FREE SERVICES

11.1 Subscriptions. Subscriptions to the Services are for the Subscription Period specified in the applicable Order Form or Quotation. Subscriptions are non-cancellable during the Subscription Period. Additional Usage Metrics may be added during a Subscription Period at the rates specified in the applicable Order Form or Quotation, pro-rated for the remaining Subscription Period. Quantities of Usage Metrics may not be decreased during a Subscription Period.

11.2 Renewal. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Period, the subscription shall automatically renew for additional successive one-year periods (each, a "Renewal Period"). Renewal subscriptions shall be at IntuVision's then-current list prices, with no promotional, discounted, or bundled pricing carrying over to any Renewal Period unless expressly agreed in writing. IntuVision may charge any payment method held on file for renewal fees without further authorisation from Customer.

11.3 Free and Beta Services. Where IntuVision makes Free Services available to Customer: (a) Free Services are provided strictly "as is" without any warranty whatsoever; (b) IntuVision may suspend, limit, or discontinue Free Services at any time, for any reason, without notice and without liability; (c) IntuVision has no indemnification obligations and no liability of any kind in respect of Free Services; and (d) upon expiry or termination of any free trial or beta period, all Customer Content associated with the trial may be permanently deleted by IntuVision without further notice or obligation.

12. DATA PRIVACY, SECURITY, AND AUDITS

12.1 Security Measures. IntuVision shall implement commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Content stored on IntuVision's systems. IntuVision shall notify Customer as soon as reasonably practicable after becoming aware of any confirmed security incident that compromises Customer Content. Customer acknowledges and agrees that no security measures are 100% effective, and IntuVision shall not be liable for any security incident, breach, or loss caused by circumstances outside IntuVision's reasonable control, including third-party infrastructure failures, cyber-attacks, or Customer's own failure to maintain adequate security practices.

12.2 Data Protection Laws. Customer is responsible for ensuring that its use of the Services and its submission of Customer Content complies with all applicable data protection and privacy laws. IntuVision shall comply with all privacy and personal data protection laws that apply to IntuVision in connection with its provision of the Services, and shall only use personal data received from Customer or its Authorised Users in accordance with such laws and the terms of these Terms. If IntuVision and Customer have entered into any separate agreement regarding the processing of personal data of Customer or its Authorised Users, these Terms do not modify such agreement.

12.3 Personal Data in Captures. Customer acknowledges that captures uploaded to the VisionBuilder Platform may contain personal data. Customer is solely responsible for ensuring that the collection, processing, and upload of any such personal data complies with all applicable data protection laws. IntuVision shall have no liability for any breach of data protection laws arising from Customer Content uploaded to the VisionBuilder Platform.

12.4 Usage Data and Monitoring. IntuVision may monitor Customer's use of the Services for the purpose of improving the Services, ensuring compliance with these Terms, and fulfilling its legal obligations. IntuVision owns all Anonymised Data and usage analytics generated in connection with Customer's use of the Services (subject to applicable data protection requirements). Such Anonymised Data and usage analytics may be used by IntuVision for product development, AI training (as described in Clause 6.3), benchmarking, and commercial purposes.

13. CONFIDENTIALITY

13.1 Confidential Information. "Confidential Information" means all non-public, proprietary information disclosed by one party ("Discloser") to the other ("Receiver") in any form or medium, that is designated as confidential or that, given its nature and the circumstances of disclosure, ought reasonably to be treated as confidential, including (without limitation) trade secrets, know-how, technical information, business information, financial information, and any other non-public information relating to the Discloser's business, products, services, or technology. Confidential Information shall also include: (a) the terms and conditions of any applicable Order Form or Quotation; and (b) any analyses, compilations, studies, notes, summaries, or other materials prepared by the Receiver or its employees, contractors, or advisers that contain, reflect, or are derived from, in whole or in part, any Confidential Information of the Discloser. IntuVision's Confidential Information includes (without limitation) the VisionBuilder Platform, its underlying algorithms, machine learning models, AI architecture, source code, IntuVision IP, pricing, and commercial terms. Customer's Confidential Information includes Customer Content (subject to Clauses 6.2 and 6.3). For the avoidance of doubt, Anonymised Data is not Confidential Information of Customer.

13.2 Obligations. The Receiver shall: (a) use the Discloser's Confidential Information only for the purposes of exercising its rights and fulfilling its obligations under these Terms; (b) protect the Discloser's Confidential Information with at least the same degree of care as it uses for its own confidential information of a similar nature, but in no event less than reasonable care; (c) not disclose the Discloser's Confidential Information to any third party without the Discloser's prior written consent, except to employees, contractors, and advisers who have a legitimate need to know and are bound by obligations of confidentiality no less stringent than those in these Terms; and (d) notify the Discloser without undue delay upon becoming aware of any unauthorised use, disclosure, theft, or loss of the Discloser's Confidential Information.

13.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the Receiver; (b) was already rightfully known to the Receiver before disclosure; (c) is received from a third party free of any confidentiality obligation; or (d) is independently developed by the Receiver without use of the Discloser's Confidential Information.

13.4 Compelled Disclosure. If the Receiver is compelled by law or legal process to disclose Confidential Information, the Receiver shall (to the extent legally permitted) provide the Discloser with prompt prior written notice, reasonably assist the Discloser in seeking a protective order or other appropriate relief, and shall limit its disclosure to that strictly required by law.

13.5 Survival. Customer's confidentiality obligations under this Clause survive termination or expiration of these Terms indefinitely.

14. THIRD-PARTY SERVICES AND INTEGRATIONS

14.1 No Warranty for Third-Party Services. The Services may provide links to or interoperate with third-party services, platforms, applications, equipment, or resources provided or otherwise made available by third parties ("Third-Party Services"), including BIM platforms, drone hardware manufacturers' systems, and other construction software. IntuVision does not investigate, verify, or monitor Third-Party Services and makes no representations or warranties of any kind in respect of any Third-Party Service, including as to its functionality, merchantability, fitness for purpose, accuracy, availability, reliability, or the privacy practices of its provider. Customer's use of any Third-Party Service is entirely at Customer's own risk, and Third-Party Services are not part of the Services for the purposes of these Terms.

14.2 Customer's Responsibility. Customer, not IntuVision, is responsible for all costs and charges associated with Customer's use of any Third-Party Services. Customer is solely responsible for complying with the terms and conditions of any Third-Party Services it uses in connection with the VisionBuilder Platform. Customer must hold a valid licence or subscription with the relevant third-party provider for any Third-Party Service it uses in conjunction with the Services.

14.3 No Liability. IntuVision will not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by Customer's use of or reliance on any Third-Party Service. IntuVision enables connections to Third-Party Services for Customer's convenience only, and the integration or inclusion of any Third-Party Service does not imply an endorsement or recommendation by IntuVision.

14.4 Changes to Third-Party Integrations. IntuVision may add, modify, suspend, or discontinue any integration with Third-Party Services at any time, without notice, and without any obligation to provide compensation, credit, or refund to Customer.

15. WARRANTIES AND DISCLAIMERS

15.1 Customer Warranties. Customer represents and warrants that: (a) it has full legal authority to enter into these Terms; (b) its use of the Services complies with all applicable laws and regulations, including but not limited to those related to data privacy, international communications, and the transmission of technical or personal data; (c) all Customer Content complies with Clause 6.4; and (d) all drone, capture, and other operations involving Capture Devices comply with Clause 7.

15.2 IntuVision's Warranty. IntuVision warrants that during a paid Subscription Period: (a) the VisionBuilder Platform will function substantially in accordance with IntuVision's then-current Documentation; (b) IntuVision will maintain the security safeguards described in Clause 12.1; and (c) IntuVision has and will maintain full power and authority to grant Customer the rights provided in these Terms. Upon receipt of written notice from Customer specifying in reasonable detail any breach of the foregoing warranties, IntuVision shall, at IntuVision's sole option, repair or replace the affected part of the Services within a reasonable period, provided that Customer makes available all information requested by IntuVision to assist in remedying the defect or fault. If IntuVision fails to repair or replace the affected part of the Services within such reasonable period, Customer's sole and exclusive remedy shall be to terminate the Agreement pursuant to Clause 17.2 and to receive a pro-rata refund of prepaid fees for the unused portion of the Subscription Period. These warranties shall not apply to the extent any defect or fault in the Services results from Customer's misuse, modification, or use in breach of these Terms or the Documentation.

15.3 General Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY SET OUT IN CLAUSE 15.2, THE SERVICES, EQUIPMENT, PLATFORM OUTPUT, AND ANYTHING ELSE PROVIDED BY INTUVISION UNDER THESE TERMS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, OR UNINTERRUPTED AVAILABILITY, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING: (a) IntuVision does not warrant that the Services will meet Customer's specific requirements or expectations; (b) IntuVision does not warrant that the Services will be uninterrupted, error-free, timely, or free from cyber-threats or security vulnerabilities; (c) IntuVision does not warrant that any AI-generated reports, deviation analyses, BIM overlays, or Platform Output will be accurate, complete, or fit for reliance in construction, engineering, or any other professional decision-making; and (d) IntuVision does not warrant the accuracy, completeness, or fitness of any third-party data, content, or integrations made available through the Services.

15.4 AI Output Disclaimer. All Platform Output (including AI-generated progress reports, deviation analyses, and construction milestone reports) is for informational purposes only. It does not constitute professional engineering, architectural, construction management, surveying, or legal advice. Customer is solely responsible for all construction decisions and IntuVision shall have no liability whatsoever for any loss, delay, cost overrun, injury, or damage arising from Customer's reliance on any Platform Output.

16. INDEMNIFICATION

16.1 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless IntuVision and its Affiliates, and their respective officers, directors, employees, shareholders, and agents from and against any and all claims, demands, proceedings, losses, damages, costs, and expenses (including legal fees), fines, penalties, and regulatory sanctions arising out of or in connection with: (a) any breach by Customer or its Authorised Users of these Terms; (b) Customer Content, including any claim that Customer Content infringes any third-party intellectual property, privacy, or other rights; (c) Customer's or its Authorised Users' drone, UAV, or 360° capture operations, including aviation incidents, property damage, personal injury, airspace violations, or regulatory penalties; (d) Customer's failure to obtain required permits, consents, or authorisations in respect of capture operations; (e) Customer's use or publication of Platform Output, including any third-party claims arising from construction decisions made in reliance on Platform Output; (f) Customer's breach of any applicable data protection law in connection with its use of the Services; (g) any claim by Customer's Authorised Users or sub-users arising from their access to or use of the Services; or (h) any inaccuracy or breach of the representations, warranties, and undertakings given by Customer in Clause 6.4.

16.2 Indemnification by IntuVision. IntuVision shall defend Customer against any third-party claim that the Services (as provided by IntuVision and used by Customer within the scope of the licence granted herein) directly infringe such third party's intellectual property rights ("IP Claim"), and shall indemnify Customer from any finally awarded direct damages or settlement amounts approved in writing by IntuVision, provided that Customer: (a) promptly notifies IntuVision in writing upon becoming aware of the IP Claim; (b) grants IntuVision sole and exclusive control of the defence and settlement of the IP Claim; and (c) provides IntuVision with all reasonable cooperation, information, and assistance. IntuVision's obligations under this Clause 16.2 shall not apply where the IP Claim arises from: (i) Customer Content or any Third-Party Service; (ii) any part of the Services made entirely or partially to Customer's specifications; (iii) any combination of the Services with software, data, or materials not provided by IntuVision; (iv) Customer's modification of or addition to the Services; (v) Customer's continued use of an allegedly infringing version of the Services after IntuVision has made a non-infringing Update available; (vi) Free Services; or (vii) Customer's failure to comply with IntuVision's instructions regarding use of the Services. In the event of an IP Claim, IntuVision may, at its sole discretion: (A) modify the relevant part of the Services so that it no longer infringes; (B) procure for Customer the right to continue using the Services; or (C) if neither (A) nor (B) is commercially practicable, terminate Customer's access to the affected part of the Services upon thirty (30) days' written notice and refund the pro-rata portion of prepaid fees attributable to the remaining unused portion of the affected Subscription Period. Notwithstanding anything to the contrary in these Terms, IntuVision's maximum aggregate liability under this Clause 16.2 in respect of all IP Claims shall not exceed the total fees paid by Customer to IntuVision in the six (6) month period immediately preceding the first IP Claim giving rise to liability. This Clause 16.2 states IntuVision's entire liability and Customer's sole and exclusive remedy in respect of any IP Claim.

17. TERM, SUSPENSION, AND TERMINATION

17.1 Term. These Terms commence upon acceptance as described in Clause 2.1 and continue until all subscriptions have expired or been terminated.

17.2 Termination for Material Breach. Either party may terminate these Terms upon thirty (30) days' written notice to the other party specifying the material breach, provided such breach remains uncured at the expiry of that thirty (30) day notice period.

17.3 Suspension or Termination on Insolvency or Non-Payment. If Customer becomes insolvent, files (or is subject to) any bankruptcy or similar proceeding, enters administration, receivership, or liquidation, makes an assignment for the benefit of creditors, or fails to make any payment by the applicable due date, IntuVision may, to the extent permitted by applicable law, in its sole discretion: (a) suspend Customer's access to the Services immediately upon written notice; and/or (b) terminate these Terms immediately upon written notice. IntuVision's election to suspend rather than terminate shall not constitute a waiver of its right to subsequently terminate. In all cases, Customer's obligation to pay fees shall continue unaffected during any period of suspension, and any suspension or termination under this Clause shall not entitle Customer to any refund, credit, or fee reduction.

17.4 Termination by IntuVision for Cause. Notwithstanding Clause 17.2, IntuVision may suspend or immediately terminate Customer's access to the Services (with or without notice, as the circumstances require) if: (a) Customer or any Authorised User breaches any provision of Clause 3.2; (b) Customer grants access to a Prohibited Party in breach of Clause 3.3; (c) Customer's use of the Services creates or threatens to create legal or regulatory liability for IntuVision; (d) IntuVision determines in its absolute discretion that continued provision of the Services poses a security, reputational, or legal risk to IntuVision or third parties; or (e) any applicable law or regulatory authority requires IntuVision to do so. IntuVision shall have no liability to Customer for any suspension or termination under this Clause 17.4. Fees shall not be tolled, credited, or refunded during or following any suspension.

17.5 No Right of Termination for Convenience. Customer has no right to terminate these Terms for convenience during any Subscription Period. Termination is available only as set out in Clauses 17.2 and 17.3.

17.6 Consequences of Termination.

(a) Immediate Cessation. Upon any termination or expiry: (i) all licences granted to Customer and its Authorised Users under these Terms shall immediately and automatically terminate, save to the extent expressly stated to survive; (ii) Customer and all Authorised Users shall immediately cease all access to and use of the Services; and (iii) within fourteen (14) days of the effective date of termination or expiry, Customer shall, and shall procure that each Authorised User shall, permanently destroy all copies of Documentation and Confidential Information of IntuVision in their possession or control (including any copies, extracts, summaries, or other materials containing or derived from such Documentation or Confidential Information), and shall not retain any copies thereof in any form. A duly authorised officer of Customer shall, within twenty-one (21) days of the effective date of termination or expiry, provide IntuVision with a written certificate confirming compliance with this Clause 17.6(a).

(b) Data Export. Following termination or expiry, Customer shall have thirty (30) days (the "Export Period") to export its raw Customer Content and to request a downloadable copy of its Platform Output from the VisionBuilder Platform in IntuVision's standard export format. After the Export Period, IntuVision may permanently delete all Customer Content and Platform Output associated with Customer's account without further notice or obligation. IntuVision's obligation to make Platform Output available for export under this Clause is subject to Customer having paid all outstanding fees in full.

(c) Non-Refundability and Acceleration. (i) All fees that have become due and payable prior to the effective date of termination or expiry (including any invoiced but unpaid amounts) remain payable in full, regardless of the reason for termination or expiry. (ii) All fees paid by Customer prior to termination or expiry are non-refundable, save that if Customer terminates these Terms pursuant to Clause 17.2 as a result of IntuVision's uncured material breach, IntuVision shall refund to Customer the pro-rata portion of any prepaid fees attributable to the unused portion of the Subscription Period following the effective date of such termination. (iii) If: (A) IntuVision terminates these Terms pursuant to Clause 17.2 as a result of Customer's uncured material breach; (B) IntuVision terminates or suspends the Services pursuant to Clause 17.3; or (C) Customer purports to terminate these Terms otherwise than in accordance with a right expressly conferred by these Terms, then all fees specified in the applicable Order Form or Quotation that would have become payable during the remainder of the then-current Subscription Period shall become immediately due and payable by Customer. The parties acknowledge that such accelerated fees represent a reasonable and proportionate means of protecting IntuVision's legitimate interest in the performance of Customer's payment and other obligations over the full Subscription Period, and are not a penalty.

(d) Survival. Clauses 1, 5.1, 5.2, 5.4, 5.5, 5.6, 6.2, 6.3, 6.6, 7.3, 10, 13, 15, 16, 17.6, 18, 19, 20, and 21 shall survive any termination or expiry of these Terms.

18. LIMITATION OF LIABILITY

18.1 Exclusion of Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INTUVISION (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AND SUPPLIERS) SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING (WITHOUT LIMITATION): (a) loss of profits, revenue, business, goodwill, opportunity, or anticipated savings; (b) loss, corruption, or inability to access data; (c) construction delays, cost overruns, project losses, or contractual penalties incurred by Customer; (d) inaccuracies or errors in AI-generated reports, BIM overlays, or Platform Output; (e) loss or damage arising from reliance on Platform Output for construction or engineering decisions; (f) cyber-attacks, hacking, malicious code, or security breaches not directly attributable to IntuVision's wilful misconduct, fraud or gross negligence; (g) third-party infrastructure or telecommunications failures; or (h) unavailability or suspension of the Services for any reason, regardless of the theory of liability (whether in contract, tort, negligence, strict liability, or otherwise), and even if IntuVision has been advised of the possibility of such damages.

18.2 Liability Cap. EXCEPT AS PROHIBITED BY APPLICABLE LAW, AND EXCEPT IN THE EVENT OF EITHER PARTY'S GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT, INTUVISION'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, OR ANY ORDER FORM OR QUOTATION, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO THE LOWER OF: (a) THE TOTAL FEES PAID BY CUSTOMER TO INTUVISION IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) HKD $100,000 (ONE HUNDRED THOUSAND HONG KONG DOLLARS) (OR THE EQUIVALENT IN ANY OTHER APPLICABLE CURRENCY).

18.3 Basis of the Bargain. Customer acknowledges and agrees that the limitations and exclusions of liability set out in this Clause 18 are fundamental to the basis of the bargain between the parties and that, but for these limitations, IntuVision would not have provided the Services on the terms and at the fees set out herein. These limitations apply regardless of whether any limited remedy fails of its essential purpose.

18.4 Carve-Outs. Nothing in this Clause 18 shall limit or exclude: (a) Customer's indemnification obligations under Clause 16.1; (b) IntuVision's indemnification obligations under Clause 16.2, subject to the aggregate cap specified therein; (c) IntuVision's liability for death or personal injury caused by its gross negligence, fraud or wilful misconduct; or (d) any other liability that cannot lawfully be limited or excluded under applicable Hong Kong law.

19. GENERAL PROVISIONS

19.1 Entire Agreement. These Terms (together with any applicable Order Form, Quotation, and Privacy Policy) constitute the entire agreement between the parties in relation to the subject matter hereof, and supersede all prior agreements, proposals, representations, understandings, and communications (whether oral or written) between the parties relating to such subject matter, including any past dealings or industry custom.

19.2 Amendments. No amendment to these Terms shall be effective unless it is: (a) made by IntuVision by posting updated Terms in accordance with Clause 2.3; or (b) agreed between the parties in a written document signed by an authorised representative of IntuVision and specifically referencing the clause(s) of these Terms being amended. Any terms and conditions stated in Customer's purchase order or other procurement document (other than an Order Form or Quotation executed by IntuVision) are hereby rejected and shall have no force or effect.

19.3 Precedence. In the event of conflict or inconsistency between the documents comprising these Terms, the order of precedence shall be: (1) the applicable Order Form or Quotation; (2) these Terms and Conditions; (3) the Privacy Policy. The English language version of these Terms shall prevail over any translated version.

19.4 Assignment. Either party may assign all of its rights and obligations under these Terms, without the other party's prior written consent, to: (a) an Affiliate; or (b) a successor-in-interest in connection with a sale of all or substantially all of such party's business or assets to which these Terms relate. Save as set out in this Clause, neither party may assign, transfer, or novate these Terms or any Order Form or Quotation without the other party's prior written consent, but which IntuVision may grant or withhold in its absolute discretion. Any purported assignment in violation of this Clause is void.

19.5 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, so as to achieve, to the greatest extent possible, the economic, business, and other purposes of the original provision.

19.6 Remedies Cumulative. Unless expressly stated otherwise in a specific clause, all rights and remedies of IntuVision under these Terms are cumulative and not alternative. The exercise by IntuVision of any one right or remedy shall not preclude IntuVision from exercising any other right or remedy available to it at law, in equity, or under these Terms. Any delay or failure by IntuVision to exercise any right or remedy shall not constitute a waiver of that right or remedy or of any breach to which it relates.

19.7 Waiver. A waiver of any right or remedy under these Terms is only effective if made in writing and signed by the waiving party. A waiver of any particular breach does not constitute a waiver of any subsequent breach of the same or any other provision.

19.8 Relationship of Parties. The parties are independent contractors. Nothing in these Terms creates or implies any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between IntuVision and Customer or any Authorised User. Neither party has any authority to bind the other in any respect. There is no third-party beneficiary to these Terms.

19.9 Subcontractors and Sub-Processors. IntuVision may, at its sole discretion, engage subcontractors, sub-processors, and other third-party service providers to perform any part of the Services or to assist IntuVision in fulfilling its obligations under these Terms, without requiring Customer's prior consent. IntuVision shall use commercially reasonable efforts to ensure that any such subcontractor or sub-processor is bound by appropriate obligations of confidentiality and data protection. IntuVision shall not be liable for any acts, omissions, errors, or defaults of any subcontractor or sub-processor, except to the extent directly caused by IntuVision's failure to exercise reasonable care in the selection of such subcontractor or sub-processor.

19.10 Force Majeure. IntuVision shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is due to circumstances beyond IntuVision's reasonable control, including (without limitation) acts of God, war, terrorism, pandemics, natural disasters, government orders or restrictions, cyber-attacks, third-party telecommunications or hosting failures, or power outages (each, a "Force Majeure Event"). Customer's obligation to pay fees is not excused by any Force Majeure Event.

19.11 Export Control. Customer agrees that the Services and any related software or technology are subject to export control and economic sanctions laws and regulations of various jurisdictions, including Hong Kong SAR, the United States, and the European Union. Customer shall not export, re-export, transfer, or permit access to the Services to any embargoed country or to any prohibited or sanctioned person or entity. Customer represents and warrants that it is not located in, under the control of, or a national or resident of, any embargoed jurisdiction, and is not listed on any prohibited parties list. Customer shall comply with all applicable export and import laws and regulations in connection with its use of the Services.

19.12 Publicity. IntuVision may use Customer's name, logo, and publicly available project or case study information in its marketing materials, website, presentations, and other public communications without Customer's prior consent. If Customer wishes to opt out of such use, Customer may provide written notice to IntuVision, and IntuVision will use reasonable efforts to remove such references within sixty (60) days of receipt of such notice. In addition, upon IntuVision's reasonable request, Customer may at its discretion work with IntuVision in good faith to develop a more detailed customer case study and/or to issue a press release announcing their relationship, which shall be subject to Customer's separate written consent.

20. GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION

20.1 Governing Law. These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict of laws principles.

20.2 Arbitration. Any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination, or invalidity thereof (each, a "Dispute"), shall be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") in accordance with the HKIAC Administered Arbitration Rules in force at the time of commencement of the arbitration. The place (seat) of arbitration shall be Hong Kong SAR. The language of the arbitration shall be English. The arbitral tribunal shall consist of a sole arbitrator. Each party shall bear its own legal costs, and the arbitrator's fees and HKIAC administrative fees shall be borne equally unless the arbitrator directs otherwise.

20.3 Equitable Relief. Notwithstanding Clause 20.2, IntuVision may seek interim, injunctive, or other equitable relief (including without limitation specific performance or restraining orders) from the courts of Hong Kong SAR or any other competent jurisdiction to prevent irreparable harm, protect IntuVision's intellectual property rights, or enforce Customer's payment obligations. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong SAR for these purposes.

20.4 Class Action Waiver. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING OF ANY KIND. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

20.5 Limitation Period. Any claim or cause of action arising out of or relating to these Terms must be commenced within one (1) year of the date on which the claim or cause of action arose. Any claim not brought within this period is permanently barred.

21. NOTICES

All notices under these Terms shall be in writing and shall be deemed validly given upon receipt if:

sent by email to the email address specified in the applicable Order Form or Quotation (or, if no email address is specified, to the email address associated with Customer's account); or
sent by registered post or international courier to the address specified in the applicable Order Form or Quotation (or, if no address is specified, to Customer's principal place of business).

Notices to IntuVision shall be sent to:

IntuVision Limited
No. 16, G/F, Welland Plaza, 368 Queen's Road Central, Sheung Wan, Hong Kong
Email: info@intuvision.co
Attention: Legal Department

22. ACCEPTANCE

BY EXECUTING AN ORDER FORM OR QUOTATION REFERENCING THESE TERMS, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE LEGALLY BOUND BY THESE TERMS IN THEIR ENTIRETY. IF CUSTOMER IS ENTERING INTO THESE TERMS ON BEHALF OF A LEGAL ENTITY, THE PERSON EXECUTING THE ORDER FORM OR QUOTATION REPRESENTS AND WARRANTS THAT THEY ARE AN EMPLOYEE, CONTRACTOR, OR AUTHORISED REPRESENTATIVE OF THAT ENTITY WITH FULL AUTHORITY TO BIND IT, AND THE RIGHTS GRANTED UNDER THESE TERMS ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORISED PERSONNEL.