DMAIC App End-User License Agreement

Last updated: May 2026

1. Parties and Agreement

This End User Licence Agreement ("Agreement") is between Torque Management Limited, an Irish registered company (CRO 353260) with principal offices at Mill House, Millbrook, Naas, Co Kildare, Ireland W91 DYY6 ("Torque Management", "we", "us", or "our"), and the legal entity that has subscribed to the DMAIC App or Fishbone App through the Azure Marketplace, Microsoft AppSource, or another authorised channel ("Subscriber", "you", or "your").

By accessing or using the DMAIC App, or by permitting Authorised Users to do so, you confirm that you have read, understood, and agree to be bound by this Agreement. If you are accepting this Agreement on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to that organisation.

If you do not agree to this Agreement, you must not access or use the DMAIC App.

2. Definitions

"Application" means the DMAIC App or the Fishbone App (or both, where applicable), as identified in your Subscription Plan or AppSource installation. The DMAIC App is the process improvement platform comprising the DMAIC workflow application, Fishbone (Cause-and-Effect Analysis) module, measures and scorecard capability, and associated Power BI reporting components. The Fishbone App is the standalone Cause-and-Effect Analysis application. References to "the Application" in this Agreement apply to whichever application the Subscriber has licensed.

"DMAIC Course" means the structured learning programme included with certain Subscription Plans, comprising up to 157 lessons aligned to ISO 13053 and delivered via the Torque Management course platform.

"Authorised User" means an individual employee, contractor, or agent of the Subscriber who is permitted by the Subscriber to access and use the DMAIC App within the Subscriber's Microsoft Power Platform environment.

"Subscription Plan" means the Foundation, Professional, or Enterprise plan purchased by the Subscriber, as described in the applicable Marketplace listing or order form.

"Subscription Term" means the period during which the Subscriber holds an active subscription to the DMAIC App, as established at the time of purchase.

"Subscriber Data" means all data, content, and information input into or generated within the DMAIC App by or on behalf of the Subscriber or its Authorised Users.

"Microsoft Marketplace" means the Azure Marketplace or Microsoft AppSource through which the DMAIC App may be purchased or installed.

3. Licence Grant

Subject to the Subscriber's compliance with this Agreement and payment of applicable subscription fees, Torque Management grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable licence during the Subscription Term to:

(a) deploy and use the DMAIC App within the Subscriber's Microsoft Power Platform environment;

(b) permit Authorised Users to access and use the DMAIC App for the Subscriber's internal business operations; and

(c) where included in the applicable Subscription Plan, access the DMAIC Course for use by Authorised Users during the Subscription Term.

This licence is granted for organisational use by the Subscriber and its Authorised Users. It does not permit personal, consumer, or non-commercial use.

4. Restrictions

The Subscriber must not, and must ensure that Authorised Users do not:

(a) copy, modify, adapt, translate, or create derivative works of the DMAIC App or any component thereof;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the DMAIC App, except as expressly permitted by applicable law;

(c) sublicence, sell, resell, transfer, assign, or otherwise make the DMAIC App available to any third party other than Authorised Users;

(d) use the DMAIC App to develop a competing product or service;

(e) remove or obscure any proprietary notices, branding, or labels on the DMAIC App;

(f) circumvent or attempt to circumvent any licence management, access control, or authentication mechanism forming part of the DMAIC App; or

(g) use the DMAIC App in any manner that violates applicable law or regulation.

5. Subscriber Responsibilities

The Subscriber is responsible for:

(a) managing access to the DMAIC App within its Microsoft Power Platform environment, including the creation and removal of Authorised User accounts;

(b) ensuring that all Authorised Users comply with this Agreement;

(c) maintaining the security and confidentiality of credentials used to access the DMAIC App;

(d) ensuring that its deployment and use of the DMAIC App complies with all applicable laws, regulations, and Microsoft platform requirements; and

(e) the accuracy and appropriateness of all Subscriber Data entered into the DMAIC App.

6. Subscriber Data and Privacy

6.1 Data ownership. The Subscriber retains ownership of all Subscriber Data. Torque Management does not claim any rights in Subscriber Data.

6.2 Data location. The DMAIC App operates within the Subscriber's own Microsoft Power Platform and Dataverse environment. Subscriber Data is stored in the Subscriber's tenant. Torque Management does not host, store, or process Subscriber Data on its own infrastructure, except as described in clause 6.3.

6.3 Licensing data. For the purpose of validating and managing the Subscriber's licence, Torque Management's licensing control plane (hosted on Microsoft Azure) processes the Subscriber's Microsoft Entra tenant identifier. No Subscriber business data is transmitted to or stored by Torque Management's systems.

6.4 Personal data. The parties agree that the Subscriber is the data controller for any personal data processed within the DMAIC App. Torque Management acts as a data processor only to the limited extent described in clause 6.3. The DMAIC Privacy Notice, available at https://www.torquemanagement.com/dmaic-privacy, describes how Torque Management handles personal data in connection with the DMAIC App.

7. Intellectual Property

All intellectual property rights in the DMAIC App, including its design, structure, functionality, and content (excluding Subscriber Data), are owned by or licensed to Torque Management. This Agreement does not transfer any intellectual property rights to the Subscriber. The Subscriber acquires only the right to use the DMAIC App as set out in this Agreement.

8. Subscription, Fees, and Renewal

8.1 Fees. Subscription fees are as stated in the applicable Marketplace listing or private offer at the time of purchase. All fees are exclusive of applicable taxes unless stated otherwise.

8.2 Payment. Where the Subscriber purchases through the Azure Marketplace, billing and payment are handled by Microsoft in accordance with the Subscriber's Marketplace agreement with Microsoft. Torque Management is not responsible for billing disputes between the Subscriber and Microsoft.

8.3 Renewal. Subscriptions renew in accordance with the terms selected at purchase. The Subscriber is responsible for managing renewal, cancellation, or modification of its subscription through the applicable Marketplace or channel.

9. Term and Termination

9.1 Term. This Agreement commences when the Subscriber first accesses the DMAIC App and continues for the duration of the active Subscription Term.

9.2 Termination by the Subscriber. The Subscriber may terminate its subscription in accordance with the cancellation terms of its Marketplace agreement or applicable order.

9.3 Termination by Torque Management. Torque Management may suspend or terminate access to the DMAIC App immediately if:

(a) the Subscriber materially breaches this Agreement and, where the breach is capable of remedy, fails to remedy it within 14 days of written notice;

(b) the Subscriber's subscription is suspended or cancelled through the Azure Marketplace due to non-payment or other Marketplace policy reasons; or

(c) continued provision of the DMAIC App would violate applicable law.

9.4 Effect of termination. On termination, the licence granted under this Agreement ceases immediately. The Subscriber must cease all use of the DMAIC App and ensure that Authorised Users do likewise. Subscriber Data stored within the Subscriber's own Microsoft environment is not affected by termination and remains accessible to the Subscriber through its own systems.

10. Warranties and Disclaimer

10.1 Torque Management warrants that the DMAIC App will perform materially in accordance with its published documentation during the Subscription Term under normal use conditions.

10.2 Disclaimer. To the maximum extent permitted by applicable law, except as expressly stated in clause 10.1:

(a) the DMAIC App is provided "as is" and "as available";

(b) Torque Management makes no warranty that the DMAIC App will be uninterrupted, error-free, or free from security vulnerabilities; and

(c) all other warranties, conditions, representations, and terms, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are excluded.

10.3 The warranties in this clause are given to the Subscriber as a business customer only. Nothing in this Agreement affects statutory rights that cannot be excluded by law.

11. Limitation of Liability

11.1 Exclusion of consequential loss. To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, business, or goodwill, arising out of or in connection with this Agreement, even if that party has been advised of the possibility of such damages.

11.2 Liability cap. To the maximum extent permitted by applicable law, Torque Management's total aggregate liability to the Subscriber arising out of or in connection with this Agreement shall not exceed the total subscription fees paid by the Subscriber in the twelve months immediately preceding the event giving rise to the claim.

11.3 Exceptions. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited by law.

12. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential, and to use such information only for the purposes of this Agreement. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that the receiving party is required to disclose by law or regulatory authority.

13. Updates and Changes to the DMAIC App

Torque Management may update, modify, or discontinue features of the DMAIC App from time to time. Where a change materially reduces the functionality available under the Subscriber's plan, Torque Management will provide reasonable notice. Torque Management reserves the right to update this Agreement. The current version of this Agreement will always be published at https://www.torquemanagement.com/dmaic-eula. Continued use of the DMAIC App following notice of material changes constitutes acceptance of the updated Agreement.

14. Governing Law and Disputes

This Agreement is governed by the laws of Ireland. Any dispute arising out of or in connection with this Agreement that cannot be resolved by good-faith negotiation between the parties shall be subject to the exclusive jurisdiction of the courts of Ireland, without prejudice to Torque Management's right to seek injunctive or other equitable relief in any competent jurisdiction.

15. General

15.1 Entire agreement. This Agreement constitutes the entire agreement between the parties regarding the DMAIC App and supersedes all prior agreements, representations, and understandings relating to its subject matter.

15.2 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force.

15.3 Waiver. Failure to enforce any provision of this Agreement at any time does not constitute a waiver of the right to enforce it subsequently.

15.4 Assignment. The Subscriber may not assign or transfer this Agreement or any rights under it without Torque Management's prior written consent. Torque Management may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

15.5 No partnership. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

16. Contact

For queries relating to this Agreement, contact:

Torque Management Limited Email: dmaicapp@torquemanagement.com Web: https://www.torquemanagement.com

This End User Licence Agreement applies to the DMAIC App and, where applicable, the DMAIC Course. It does not govern implementation consulting services, which are subject to separate commercial terms agreed between the parties.