Terms of Service for Ywork

Last Updated: 29 April 2025

1. Introduction

Welcome to Ywork. These Terms and Conditions ("Terms") govern your access to and use of the Ywork Platform (the "Platform"), a service operated by 90 North Ltd. ("Company"). The Platform facilitates interactions among businesses and professionals in the construction industry, enabling Users to source and provide materials and services.

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to these Terms, along with any referenced policies. If you do not agree, you must discontinue use immediately.

1.1. Terminology

For the purposes of these Terms:

1.1.1. "Company", "we", "us", and "our" refer to 90 North Ltd., the legal entity that owns and operates the Platform.

1.1.2. "Platform" refers to the digital service provided by the Company under the Ywork brand.

1.1.3. "User", "Client", "you", and "your" refer to any individual or entity using the Platform. If you access the Platform on behalf of a Company or other entity, you represent and warrant that:

  • You have the authority to bind that entity to these Terms.
  • You agree to these Terms on the entity's behalf.

2. Scope of Services

The Platform provides AI-powered tools that enable Users to retrieve and analyse data, and to communicate efficiently.

3. User Responsibilities & Restrictions on Account Use

3.1. User Responsibilities

Users must fulfil the following responsibilities to ensure effective service delivery:

3.1.1. Accurate Information & Compliance: Users must provide accurate, up-to-date, and complete information relevant to their projects and account registration. Users must engage with the Platform in a lawful, professional, and ethical manner. This includes compliance with all applicable laws, regulations, industry standards, and contractual obligations governing online transactions, data privacy, and AI usage.

3.1.2. Data Ownership & Content Responsibility: Users retain ownership of all data uploaded or input into the Platform. By submitting data, Users confirm that they own or have the necessary rights to use and share such data to the Platform or third parties. The Platform is not responsible for third-party claims related to unauthorized data sharing, copyright violations, or misuse. Users must not upload, share, or transmit harmful, unlawful, or offensive content, including defamatory, infringing, malicious, or inappropriate material.

3.1.3. Account Security & Authorized Access: Users are responsible for maintaining the confidentiality of their login credentials and preventing unauthorized access. Any suspected unauthorized use, security breach, or account compromise must be reported to the Platform immediately. Users must not share, lease, or sell their account access to third parties.

3.2. Restrictions on Account Use

Users must not engage in the following restrictive activities:

3.2.1. Creation of Multiple or Misleading Accounts: Users must not register multiple accounts without prior authorization or impersonate another business or individual. Misrepresenting affiliations, engaging in deceptive practices, or manipulating the Platform's features for unethical business advantages is strictly prohibited.

3.2.2. Fraudulent, Unlawful, or Deceptive Activities: Users must not use the Platform for fraudulent, misleading, or unlawful activities, including but not limited to misrepresentation, unauthorized solicitation, or intelligence gathering for competitors. Submitting false, misleading, or fabricated project details to deceive third parties or other Users is strictly prohibited. Any attempt to manipulate the Platform's features, or AI-generated insights for unfair advantage is also prohibited. Users must not post, share, or transmit content that is defamatory, discriminatory, obscene, threatening, or abusive, or that violates applicable laws.

3.2.3. Violation of Platform Policies or Security Measures: Users must not attempt to bypass security measures, gain unauthorized access, or interfere with Platform operations. Engaging in data scraping, automated extraction, or using bots to collect information without permission is prohibited. Introducing malware, viruses, or harmful code that may disrupt Platform functionality is strictly prohibited.

3.2.4. Unauthorized Commercial Use or Data Exploitation: Users must not use the Platform for unauthorized commercial purposes, including resale, sublicensing, or redistribution of Platform access, except where explicitly permitted by the Platform. Extracting, misusing, or repurposing User information for personal gain or third-party business advantage is strictly prohibited. Users must not solicit other Users for off-Platform transactions, competing services, or any activities that bypass the Platform's intended usage.

3.2.5. Interference, Disruption & IPR Violation: Users must not engage in denial-of-service (DDoS) attacks, automated scraping, or excessive API calls to disrupt the Platform. Uploading malicious software, corrupted files, or code that compromises Platform stability is prohibited. Users must not upload, share, or distribute copyrighted, trademarked, or proprietary content without authorization. Reverse-engineering, decompiling, or modifying the Platform's code, AI models, or functionalities is strictly prohibited.

4. AI Use & Platform Disclaimers

4.1. Role of AI in Platform Services

The Platform employs Artificial Intelligence (AI) and automated systems to assist Users in processing project data, generating communication drafts, and analyzing third-party responses. While AI serves as a supportive tool, it may contain biases, inaccuracies, or misinterpretations and does not replace professional judgment. Users must independently verify all AI-generated outputs before making business, legal, financial, or compliance decisions and must not rely solely on AI for critical matters. The Platform assumes no liability for any losses, damages, or disputes resulting from reliance on AI-generated content.

4.2. AI-Assisted Communication Interactions

The Platform allows Users to interact with third parties, but the Platform does not verify, endorse, or assume responsibility for any statements exchanged between Users or third parties. All communications conducted through the Platform are at the User's sole discretion, and the Platform is not liable for any miscommunication, misunderstanding, or disputes arising from such interactions.

4.3. AI Limitations & No Reliance Disclaimer

4.3.1. AI-driven features operate within the scope of available data and programmed capabilities but may not reflect industry-specific nuances.

4.3.2. Users must not rely solely on AI-generated outputs for critical business decisions, contract negotiations, regulatory compliance, or financial commitments.

4.3.3. The Platform is not liable for any inaccuracies, omissions, or errors in AI-generated outputs and assumes no responsibility for losses, damages, or disputes resulting from reliance on AI-generated services.

4.3.4. The Platform is not to be relied upon for payment processing, contract negotiation, legal templates, financing tools, or regulatory compliance verification.

4.4. Limitations of Platform Services

4.4.1. The Platform acts solely as a facilitation tool and does not engage in contract negotiations, project management, financial transactions, or legal, financial, or technical advisory services. The Platform does not verify, endorse, or assume liability for the legality, pricing, quality, or performance of any third party, service, or product. All transactions, agreements, and obligations arising from the use of the Platform are exclusively between the Users or third parties involved.

4.4.2. The Platform does not participate in dispute resolution amongst Users or with any third party. Users must handle all disputes independently and off-Platform.

5. Fees, Billing & Subscription Terms

5.1. Subscription Fees & Billing

5.1.1. Access to the Platform's services is provided on a subscription basis, with fees charged per User and per project. Users may select from various subscription options, as detailed in Appendix A.

5.1.2. Subscription fees are billed in advance and must be paid in full for the selected billing period. Failure to make timely payments may result in restricted access or account suspension.

5.1.3. The Platform reserves the right to adjust pricing at its discretion. Any fee changes will be communicated in advance, and continued use of the Platform after the change constitutes acceptance of the updated pricing.

5.2. Billing Cycle & Automatic Renewal

5.2.1. Subscription fees are billed monthly or annually in advance, depending on the selected plan.

5.2.2. Monthly subscriptions renew on the same calendar date each month, while annual subscriptions renew on the anniversary of the initial subscription date.

5.2.3. Unless cancelled by the User, all subscriptions automatically renew at the end of each billing cycle. By subscribing, Users authorize the Platform to charge the payment method on file for subsequent subscription terms.

5.2.4. Users can manage or cancel their subscriptions through their account settings. Cancellations take effect at the end of the current billing cycle, and no refunds will be issued for unused time.

5.3. No Refund Policy

5.3.1. Except as required by law, all subscription fees are non-refundable. Users retain access to the Platform's services until the end of their paid billing cycle, after which access will be revoked if renewal does not occur.

5.3.2. Refunds will not be provided for partial use or account suspension or termination.

5.4. Late Payments & Default

5.4.1. If a payment is declined or not received by the due date, the User's access may be suspended until payment is successfully processed.

5.4.2. Users will be notified of payment issues and given an opportunity to update their payment information. Failure to resolve payment issues may result in account suspension or termination.

5.5. Taxes & Additional Charges

5.5.1. All fees are exclusive of Value Added Tax (VAT) and other applicable taxes. Users are responsible for any taxes imposed on their subscription fees as required by law.

5.5.2. Users acknowledge that currency conversion fees, bank charges, or transaction costs imposed by their payment provider are their sole responsibility.

6. Intellectual Property & Data Ownership

6.1. Platform Ownership & Rights

6.1.1. The Platform, including but not limited to its software, algorithms, user interface, features, databases, AI models, AI-generated outputs, and all associated intellectual property, is owned or licensed by the Platform operator.

6.1.2. Users are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform for internal business purposes in accordance with these Terms. Users may not resell, sublicense, distribute, reverse-engineer, copy, or modify the Platform or its content, except as permitted by law. Any violation of these Terms may result in immediate suspension or termination of access.

6.1.3. If the Platform introduces enhancements, modifications, or new features based on user feedback or usage patterns, such improvements (referred to as "New Rights") shall belong solely to the Platform. Users shall have no claim over any intellectual property rights related to such enhancements.

6.2. User Content & Data Contributions

6.2.1. Users may upload, submit, or otherwise provide data, including project details, documents, specifications, requests for quotes, and communications (collectively, "User Content").

6.2.2. By submitting User Content, the user grants the Platform a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, store, process, and display such content solely for the purpose of providing, maintaining, and improving Platform services.

6.2.3. Users retain full ownership of their submitted content. The Platform does not claim ownership over User Content except for the limited rights necessary to operate and improve the services.

6.3. Data Usage & Aggregation

6.3.1. The Platform may collect and analyse aggregated and anonymized data derived from user interactions, usage patterns, and AI-driven insights.

6.3.2. This aggregated data shall not include personally identifiable or confidential information but may be used for:

  • Enhancing Platform functionality and AI performance.
  • Market analysis and reporting in a non-identifiable format.
  • Developing new Platform features and services.

6.3.3. Users do not have rights or claims over aggregated data that has been anonymized and processed for analytical purposes.

6.4. User Responsibility for Shared Data

6.4.1. Users must ensure that any uploaded or shared content:

  • Does not infringe third-party intellectual property rights.
  • Does not contain unauthorized confidential information belonging to third parties.

6.4.2. Users shall indemnify and hold harmless the Platform from any claims or liabilities arising due to unauthorized, infringing, or unlawful content uploaded or shared by them.

6.5. Third-Party Intellectual Property

6.5.1. The Platform may display third-party trademarks, logos, or content solely for reference, marketplace integration, or listings.

6.5.2. Users acknowledge that:

  • The presence of third-party content does not imply endorsement or affiliation.
  • All rights to third-party intellectual property belong to their respective owners.

6.6. Restrictions on Use

6.6.1. Users shall not:

  • Use any Platform-generated content for commercial resale without explicit permission.
  • Remove, alter, or obscure any copyright, trademark, or proprietary notices from Platform materials.
  • Extract, scrape, or collect Platform data using automated means, unless explicitly authorized.

6.6.2. The Platform may incorporate third-party software or pre-existing components developed independently. Under no circumstances are users granted ownership rights in such components. The use of third-party software may be subject to additional Terms as provided by the respective third-party licensor.

7. Third-Party Tools & Integrations

7.1. Use of Third-Party Services

7.1.1. The Platform may integrate with or provide access to third-party tools, software, or services to enhance User experience, facilitate operations, or offer additional functionality.

7.1.2. Users acknowledge that third-party services operate independently of the Platform and are subject to their own Terms, conditions, and privacy policies. The Platform does not endorse, control, or assume liability for the content, security, or reliability of third-party tools.

7.2. User Responsibility

7.2.1. When accessing or utilizing third-party services through the Platform, Users assume full responsibility for reviewing and agreeing to the applicable Terms and policies of those services.

7.2.2. The Platform does not monitor or verify the accuracy, availability, or performance of third-party integrations and shall not be liable for any errors, malfunctions, or disruptions caused by external services.

7.3. No Liability for Third-Party Actions

7.3.1. The Platform is not responsible for any actions, omissions, or failures of third-party providers, including but not limited to:

  • Service unavailability, errors, or interruptions.
  • Data security risks associated with third-party integrations.
  • Unauthorized data access or breaches originating from third-party services.
  • Financial transactions or payments processed through external providers.

7.3.2. Users acknowledge that interactions with third-party tools are conducted at their own risk, and the Platform shall not be held liable for any losses, damages, or claims arising from such use.

7.4. Modifications & Discontinuation of Third-Party Services

7.4.1. The Platform reserves the right to modify, replace, or discontinue third-party integrations at any time without prior notice.

7.4.2. If a third-party provider discontinues or alters its service, the Platform shall not be obligated to maintain compatibility with such service or offer a replacement.

7.4.3. Continued use of integrated third-party tools constitutes acceptance of any changes implemented by those providers. Users who do not agree with modifications must cease using the affected integration.

7.5. External Links & Third-Party Content

7.5.1. The Platform may provide links to external websites, marketplaces, or resources for informational or transactional purposes.

7.5.2. The inclusion of such links does not imply endorsement by the Platform, and Users acknowledge that they access third-party content at their own discretion.

7.5.3. The Platform disclaims all responsibility for:

  • The accuracy, completeness, or reliability of third-party content.
  • Any damages or losses resulting from reliance on third-party information.
  • Security vulnerabilities or risks posed by external websites.

7.6. Data Sharing with Third-Party Providers

Certain third-party services may require access to User data for integration purposes. By enabling such services, Users authorize the Platform to share necessary data with the respective third party.

8. Account Suspension & Termination

8.1. Grounds for Suspension or Termination

8.1.1. The Platform reserves the right to suspend, restrict, or terminate a User's account, with or without notice, under the following circumstances:

  • Violation of Terms – Engaging in prohibited activities outlined in these Terms.
  • Misuse of Services – Using the Platform in a manner that disrupts operations, violates applicable laws, or harms other Users, third parties, or the Platform itself.
  • Non-Payment – Failure to pay subscription or service fees when due.
  • Fraudulent or Deceptive Conduct – Providing false information, impersonation, or engaging in dishonest business practices.
  • Security Threats – Engaging in activities that compromise Platform security, such as hacking attempts or distributing malicious software.
  • Intellectual Property Violation - Engaging in intellectual property violations may face legal claims, fines, or regulatory action over suspension, termination or restriction of Platform.

8.2. Effects of Suspension

8.2.1. If a User's account is suspended:

  • Access to the Platform and all related services will be temporarily disabled.
  • Users may not create new accounts or attempt to access the Platform through other means.
  • Any ongoing activities, including communication on Platform with other Users or third parties, may be paused during the suspension period.

8.2.2. Suspended Users will be notified of the reason for suspension and may be given an opportunity to appeal, unless the violation is severe or irreparable.

8.3. Effects of Termination

8.3.1. If a user's account is permanently terminated:

  • Access to the Platform will be permanently revoked.
  • All active subscriptions will be canceled, with no refund for unused time or services.
  • Any ongoing communications with other Users or third parties must be concluded outside the Platform.
  • Users may not re-register under a different identity or business entity.

8.3.2. Termination does not affect the Platform's right to seek legal remedies for any harm caused by the User's actions.

8.4. User-Initiated Account Closure

8.4.1. Users may choose to reactivate or close their account at any time by submitting a request to support@ywork.ai

8.4.2. Upon User-requested account closure:

  • Access to Platform features will end immediately.
  • Any unpaid fees must still be settled before closure.

8.4.3. The Platform may retain certain user data for legal, security, or compliance purposes, as outlined in the Privacy Policy.

8.5. Appeals & Reinstatement

8.5.1. Users may request a review of their suspension or termination by contacting support@ywork.ai, provided they:

  • Clearly state the grounds for appeal.
  • Provide supporting documentation (if applicable).
  • Demonstrate corrective actions taken to prevent future violations.

8.5.2. The Platform retains sole discretion over reinstatement decisions and may impose conditions or restrictions on renewed access.

8.6. No Liability for Suspension or Termination

The Platform is not liable for:

  • Any losses, damages, or disruptions caused by suspension or termination.
  • Any third-party claims arising from a User's removal from the Platform.
  • Financial or reputational losses incurred by the User due to account restrictions.

9. Dispute Resolution & Liability Disclaimer

9.1. Informal Resolution

9.1.1. In the event of a dispute between User and Platform, Users agree to attempt to resolve the issue through informal negotiation before pursuing formal legal action.

9.1.2. The disputing party must provide written notice outlining the nature of the dispute, and both parties will engage in good faith discussions for at least 30 days from the date of the notice.

9.1.3. If the dispute remains unresolved after this period, either party may proceed with the dispute resolution mechanisms outlined below.

9.2. Binding Arbitration

9.2.1. If a dispute cannot be resolved informally, it shall be resolved exclusively by binding arbitration conducted under the rules of the London Court of International Arbitration (LCIA) or another mutually agreed arbitration body.

9.2.2. Arbitration shall:

  • Be conducted in English.
  • Take place in London, United Kingdom.
  • Be confidential and not subject to public disclosure.

9.2.3. Each party shall bear its own arbitration costs, except where legal costs may be recoverable under applicable law.

9.3. Exceptions to Arbitration

9.3.1. Arbitration shall not apply in the following cases:

  • When injunctive or equitable relief is required to prevent immediate harm to a party.
  • When a dispute concerns intellectual property rights, which may be enforced in a court of competent jurisdiction.
  • Where arbitration is prohibited by applicable law.

9.3.2. In such cases, the dispute shall be resolved as per the governing law of these Terms i.e. England and Wales.

9.4. Limitation of Liability

9.4.1. To the maximum extent permitted by law, the Platform disclaims all liability for:

  • The accuracy, reliability, or completeness of any information or recommendations provided by the Platform or the product of its AI tools.
  • User decisions, including third party or other Users selections, purchases, or reliance on AI-generated content.
  • Any direct, indirect, incidental, consequential, or punitive damages, including lost profits or business interruptions.
  • Third-party interactions, including contracts, disputes, or failures in service from other Users or third parties.

9.4.2. The Platform's total liability, if any, shall not exceed the total amount paid by the User for Platform services in the past 12 months.

9.5. User Responsibility & Indemnification

Users agree to indemnify and hold harmless the Platform, its officers, employees, and affiliates from any claims, damages, or liabilities arising from:

  • Misuse of the Platform or its services.
  • Breach of these Terms by the User.
  • Disputes amongst Users or with third parties that arise from engagements facilitated by the Platform.

9.6. No Warranty

The Platform is provided "as is" and "as available", without any warranties of any kind, including but not limited to:

  • Merchantability or fitness for a particular purpose.
  • Uninterrupted, error-free, or secure operation of the Platform.
  • User or third party reliability, quality, or performance guarantees.

10. Data Privacy & Handling

10.1. Data Protection & Compliance

The Platform complies with the UK GDPR and other applicable data protection laws. By using the Platform, Users consent to the collection, processing, and storage of their data as outlined in these Terms and the Privacy Policy.

10.2. User Data Responsibilities

Users may not submit unauthorized, misleading, or illegal data. Users indemnify the Platform against any claims arising from improper data usage.

10.3. Data Security & Retention

The Platform employs industry-standard encryption, access controls, and regular audits to protect user data. Data is retained as necessary for legal compliance and service continuity. Users may request data access, correction, deletion, or portability under applicable laws.

11. General Terms

11.1. Force Majeure

11.1.1. The Platform shall not be held responsible for any failure or delay in performance arising from circumstances beyond its reasonable control, including but not limited to:

  • Natural disasters, extreme weather, fire, or floods.
  • Acts of war, terrorism, riots, or civil unrest.
  • Government actions, regulatory changes, or legal restrictions.
  • Technical failures, cyberattacks, or service disruptions caused by third-party providers.

11.1.2. In the event of a Force Majeure Event, the Platform will make reasonable efforts to restore services as soon as practicable, but users acknowledge that availability and operations may be impacted.

11.2. Changes to Terms

11.2.1. The Platform reserves the right to update, modify, or revise these Terms at its discretion, provided that:

  • Material changes will be communicated to users with reasonable notice.
  • Continued use of the Platform after an update constitutes acceptance of the new Terms.

11.2.2. Users are advised to review these Terms periodically to stay informed of any modifications. If a user does not agree with the revised Terms, they must cease use of the Platform and request account termination if applicable.

11.3. Severability

11.3.1. If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

11.3.2. If necessary, an invalid provision will be replaced with a lawful provision that closely reflects the original intent and purpose.

11.4. No Waiver

11.4.1. Failure or delay by the Platform to enforce any right or provision under these Terms shall not constitute a waiver of such right.

11.4.2. Any waiver must be expressly stated in writing to be legally binding.

11.5. No Partnership or Agency

11.5.1. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between the Platform and users.

11.5.2. Users may not hold themselves out as having authority to bind the Platform in any manner.

11.6. Assignment & Transfer

11.6.1. Users may not assign, delegate, or transfer their rights or obligations under these Terms without prior written consent.

11.6.2. The Platform reserves the right to assign or transfer its rights and obligations in the event of a corporate restructuring, acquisition, or transfer of business operations.

11.7. Notices & Communications

11.7.1 Any formal notices required under these Terms shall be sent:

  • To users: Via email or notifications within the Platform.
  • To the Platform: As specified in the Contact Information section.

11.7.2. Notices shall be deemed received on the next business day following transmission.

11.8. Survival of Terms

Notwithstanding the termination of a User's account, any provisions or clauses that address, relate to, or are necessary for enforcing liability limitations, data privacy, intellectual property, dispute resolution, and governing law shall survive such termination. These provisions shall remain in full force and effect to the extent required to protect the Platform's rights and ensure compliance with legal and contractual obligations.

11.9. Entire Agreement

11.9.1. These Terms, together with the Privacy Policy and any referenced agreements, constitute the entire agreement between the Platform and users regarding its services.

11.9.2. These Terms supersede all prior agreements, representations, or understandings, whether written or verbal.

11.10. Headings

The headings in these Terms are for reference purposes only and do not affect the interpretation of any provision.

11.11. No Third-Party Beneficiaries

These Terms do not create any rights enforceable by any party other than you and Platform.

Appendix A: Pricing Schedule

1. Standard Subscription Rates

1.1. Monthly Subscription

£__ per project, per month.

1.2. Annual Subscription

£__ per project, per year. The annual subscription grants access for one full calendar year from the date of activation.

1.3. Multi-Project Usage

Each active project requires a separate subscription, regardless of whether the User is on a monthly or annual plan.

2. Custom Plans

Custom pricing packages may be available for organizations with high volume, enterprise requirements, or multi-project needs. Please contact us for more information.