This Agreement is between OpusAg Ltd, registered in England and Wales (company no. 15790886) with its registered office at 6 George House, 40 Huntingdon Street, St. Neots, Cambridgeshire, PE19 1BB ("OpusAg"), and the company or organisation installing or using the Software ("Customer", "you").
By installing, activating or using DraftX, you agree to this Agreement. If you are accepting on behalf of a company, you confirm you have authority to bind that company. If you do not agree, do not install or use the Software.
2.1 Subject to payment of the Fees and compliance with this Agreement, OpusAg grants you a non-exclusive, non-transferable, non-sublicensable licence to install and use the Software on the number of Authorised Machines permitted by your Licence Key, for your internal business purposes only.
2.2 The licence is granted to the legal entity named on the licence order. Group companies, subsidiaries and contractors require OpusAg's prior written consent.
3.1 Each Licence Key permits activation on a stated maximum number of machines. The Software binds each activation to a machine fingerprint (a hardware-derived identifier).
3.2 You may move an activation to a replacement machine by contacting OpusAg (sales@opusag.co.uk) to release the old machine. You must not attempt to circumvent machine binding.
3.3 The Software periodically validates the Licence Key against OpusAg's licence server over the internet. Temporary loss of connectivity is tolerated via an offline grace period; sustained inability to validate will suspend the Software until connectivity is restored.
You must not, and must not permit anyone else to:
5.1 You acknowledge that the Software contains a remote licence validation mechanism and that OpusAg may suspend or revoke a Licence Key, with the effect that the Software ceases to function, where: (a) Fees due remain unpaid 14 days after written notice; (b) you are in material breach of this Agreement (including clause 4) and, where remediable, fail to remedy within 14 days of written notice; (c) the Licence Key was issued for a trial that has expired; or (d) revocation is reasonably required to protect OpusAg's intellectual property or the security of the licence system.
5.2 Suspension or revocation disables the Software's functionality only. It does not delete or withhold Customer Data, which remains on your systems in standard file formats (PDF, DXF, Excel, etc.) and remains accessible to you.
6.1 Customer Data is and remains yours. OpusAg claims no ownership of it. The Software processes Customer Data locally on your machines and network; drawings and CAD data are not transmitted to OpusAg.
6.2 The Software is an automation and organisation aid. It is not a substitute for engineering review. You are solely responsible for verifying the accuracy, completeness and suitability of all outputs (including job packs, sorted drawings, exported PDFs/DXFs, nest data and reports) before relying on them in production, fabrication or any commercial process.
6.3 You are responsible for backing up Customer Data and your own systems.
6.4 You must hold valid licences for any third-party software the Software interoperates with on your systems (e.g. SolidWorks, Lantek). The Software automates your licensed installations; it does not include or grant any third-party licence.
6.5 Optional AI sorting. The Software includes an optional AI drawing classification feature. When you enable it, the Software transmits drawing images and related metadata (filenames, OCR text, part data) directly to the AI provider you configure — Anthropic (direct API) or Amazon Web Services (Bedrock) — using your own account credentials. That processing is governed solely by your agreement with the relevant provider; OpusAg is not a party to it and does not receive the data. You are responsible for ensuring your use of the feature complies with your internal policies and applicable law, and for selecting a regional option (e.g. Bedrock EU/UK inference) where data residency matters to you. The feature can be disabled at any time.
7.1 OpusAg may provide updates at its discretion. Updates may be delivered automatically. This Agreement applies to all updates unless accompanied by separate terms.
7.2 Support is provided on a reasonable-endeavours basis by email during UK business hours, unless a separate support agreement is in place.
8.1 The Software is licensed, not sold. OpusAg and its licensors retain all intellectual property rights in the Software. No rights are granted except as expressly set out in this Agreement.
8.2 You grant OpusAg a non-exclusive licence to use feedback and suggestions you provide about the Software without restriction or payment.
9.1 OpusAg warrants that for 90 days from first activation the Software will perform substantially in accordance with its documentation. Your exclusive remedy for breach of this warranty is, at OpusAg's option, repair, replacement, or a refund of the Fees paid for the affected licence period.
9.2 Except as set out in clause 9.1, the Software is provided "as is" and all other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law, including any implied warranty of satisfactory quality, fitness for a particular purpose, or that the Software will be error-free or uninterrupted.
10.1 Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded.
10.2 Subject to clause 10.1, OpusAg shall have no liability for: (a) loss of profits, revenue, business, anticipated savings or goodwill; (b) loss or corruption of data (other than caused by OpusAg's breach of clause 12); (c) wasted, scrapped or defective materials, components or workpieces (including scrapped steel or other stock), production downtime, re-work or re-fabrication costs, in each case arising from reliance on Software outputs; or (d) any indirect, special or consequential loss — in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, and whether or not foreseeable.
10.3 Subject to clauses 10.1 and 10.2, OpusAg's total aggregate liability arising out of or in connection with this Agreement in any 12-month period shall not exceed the Fees paid by you to OpusAg in that 12-month period (or, during a trial, £100).
10.4 You acknowledge that the Fees reflect this allocation of risk and that these limits are reasonable given your obligation under clause 6.2 to verify outputs.
11.1 This Agreement starts on first installation and continues for the licence period stated on your order (or, for subscriptions, until terminated).
11.2 Either party may terminate immediately on written notice if the other commits a material breach which is not remedied within 14 days of notice, or becomes insolvent.
11.3 On expiry or termination: your licence ends, you must stop using the Software and uninstall it, and OpusAg may revoke the Licence Key. Clauses 6.1, 8, 10, 13 and 14 survive. Customer Data remains yours and on your systems (see clause 5.2).
12.1 Each party shall comply with applicable data protection law (UK GDPR and the Data Protection Act 2018).
12.2 OpusAg processes limited personal data for licence administration (names, business email addresses, machine fingerprints, validation logs) as described in the DraftX Privacy Policy, which forms part of this Agreement.
Each party shall keep confidential any non-public information received from the other in connection with this Agreement and use it only to perform this Agreement. This does not apply to information that is public (other than through breach), independently developed, or required to be disclosed by law.
14.1 Entire agreement. This Agreement (with any order form, the Trial Terms Addendum where applicable, and the Privacy Policy) is the entire agreement between the parties regarding the Software and supersedes all prior discussions.
14.2 Assignment. You may not assign this Agreement without OpusAg's written consent. OpusAg may assign to a successor of its business.
14.3 Variation. OpusAg may update this Agreement for new versions of the Software; the version in force at the time of your activation or renewal applies.
14.4 Waiver / severance. Failure to enforce is not a waiver. If any provision is held invalid, the remainder remains in force.
14.5 Third parties. No third party has rights under the Contracts (Rights of Third Parties) Act 1999.
14.6 Notices. Notices to OpusAg: sales@opusag.co.uk and the registered office above. Notices to you: the contact details on your order.
14.7 Governing law and jurisdiction. This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Where OpusAg issues a trial Licence Key, the EULA applies in full as varied below. If this Addendum conflicts with the EULA, the Addendum prevails during the trial.