End user licence agreement

PLEASE READ CAREFULLY BEFORE USING THIS WEBSITE:

End User Licence Agreement

This end user licence agreement (Licence) is a legal agreement between you (Licensee or you) and RIBA Enterprises Limited, a company registered in England and Wales under company number 978271 whose registered office is at The Old Post Office, St Nicholas Street, Newcastle upon Tyne NE1 1RH (RIBAE, us or we). This Licence shall govern your use of the building information modelling toolkit, the BIM Toolkit Library Data supplied with the building information modelling toolkit, the BIM Toolkit API and any associated technical support articles and video content, supplied by us for use in conjunction with the building information modelling toolkit.

The BIM Toolkit is accessible via the domain name https://toolkit.thenbs.com. The BIM Toolkit API is accessible via the domain name https://toolkit-api.thenbs.com/. The following additional terms shall also apply to your use of the BIM Toolkit, and your use of the Site:

  • Our Privacy Policy https://toolkit.thenbs.com/legal/privacy-policy which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using the Site and the API Site, you consent to such processing and you warrant that all data provided by you is accurate;

We grant you the right to access and use the BIM Toolkit on the basis of this Licence. We do not sell the BIM Toolkit to you. We remain the owner of the BIM Toolkit at all times.

IMPORTANT NOTICE TO ALL USERS:

BY ACCESSING AND USING THE BIM TOOLKIT YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 5 AND CONDITION 6.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MAY NOT ACCESS AND USE THE BIM TOOLKIT AND YOU MUST DISCONTINUE USING THE SITE IMMEDIATELY.

You should print a copy of this Licence for future reference.

1. GRANT AND SCOPE OF LICENCE

1.1 The following definitions shall apply to this clause 1 and, where the context requires, the remainder of this Licence:

API Access Code: means the unique user access code supplied by us to you, and which allows you access to the BIM Toolkit API.

API Site: means the website located at the domain name https://toolkit-api.thenbs.com/.

BIM Toolkit: means the building information modelling toolkit, the BIM Toolkit Library Data supplied with the building information modelling toolkit, the BIM Toolkit API and any associated technical support articles and video content, supplied by us for use in conjunction with the building information modelling toolkit.

BIM Toolkit API: means the application programming interface to provide the BIM Toolkit Library Data in a readable format, which enables the development of Customer Developed Software.

BIM Toolkit Data: means both Project Data and User Data.

BIM Toolkit Library Data: means the Classification Data and NBS Definitions. Classification Data: means the Uniclass 2015 classification tables.

Customer Developed Software: means any software component which you, from time to time, create and/or develop and which has been enabled by utilising the BIM Toolkit API.

NBS Definitions: the property data sets located at https://toolkit.thenbs.com/definitions.

Personal Data: has the meaning set out in the Data Protection Act 1998.

Project: means any project which you, from time to time, create and/or develop using the BIM Toolkit.

Project Data: means any data (including Personal Data), information or content which you, from time to time, add and/or upload to the BIM Toolkit and which is specific to a Project.

Proposed Use Form: means the application form used by RIBAE in connection with the granting of API Access Codes, for use with the Customer Developed Software, from time to time.

Site: means the website located at the domain name https://toolkit.thenbs.com.

User Data: means any data, information or content which you, from time to time, add and/or upload to the BIM Toolkit and which is not Project Data.

1.2 In consideration of you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the BIM Toolkit on the terms of this Licence.

1.3 Subject at all times to the terms and restrictions set out in this Licence you may:

(a) use the BIM Toolkit for your personal purposes (if you are a consumer) or your business purposes (if you are a business) only; and

(b) receive and use any free supplementary updates of the BIM Toolkit incorporating "patches" and corrections of errors as may be provided by us from time to time.

1.4 The BIM Toolkit is provided to you free of charge. Therefore, it is provided by us without warranty (express or implied) of any kind, including but not limited to any warranty as to satisfactory quality, fitness for a particular purpose or non-infringement. If you are a consumer your rights as a consumer are not affected.

1.5 We will provide free online technical support in relation to the BIM Toolkit. We reserve the right, in our sole discretion, to charge you for the provision of additional online or otherwise provided technical support.

1.6 You warrant that all BIM Toolkit Data complies with the content standards set out in our Acceptable Use Policy https://toolkit.thenbs.com/legal/acceptable-use-policy and you acknowledge and accept that you will be liable to us, and that you will indemnify us, for any breach of this warranty. If you are a consumer user, this means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

1.7 You retain all of your ownership rights in your BIM Toolkit Data, but you are required to grant us a license to use, review, view, analyse and/or copy your Project Data, free of charge and on a non-exclusive, worldwide basis, for:

(a) the purposes of assessing:

(i) general trends and statistics in relation to the overall use of the BIM Toolkit; and

(ii) the overall functionality of the BIM Toolkit which shall include, without limitation, identifying any shortcomings in the BIM Toolkit and determining whether or not the BIM Toolkit needs to be updated; and

(b) any other purpose which, in our reasonable opinion, allows us to make reasonable use of your Project Data.

1.8 We reserve the right, in our sole discretion, to disclose your identity to any third party who makes a claim (that is not clearly vexatious) that any of your BIM Toolkit Data and/or Customer Developed Software constitutes a violation of their intellectual property rights, or of their right to privacy. In the event of such a claim arising, and, notwithstanding the terms of our Privacy Policy, you consent that we may disclose the Personal Data (including any sensitive Personal Data) that we have collected from you to such third party. Before disclosing identity and/or data pursuant to this clause we shall, where we consider it appropriate, give reasonable notice of our intention to do so.

1.9 We accept no responsibility for the accuracy of any BIM Toolkit Data, any Customer Developed Software, nor for any errors or omissions in such data, or any liability arising from the use of such data by you or by third parties.

1.10 We have the right to remove your API Access Code if in our opinion any BIM Toolkit Data or any Customer Developed Software does not comply with the content standards set out in our Acceptable Use Policy https://toolkit.thenbs.com/legal/acceptable-use-policy.

1.11 We do not guarantee that either the BIM Toolkit, or any BIM Toolkit Data, will always be available or be uninterrupted. We will not be liable to you if for any reason either the BIM Toolkit, or any BIM Toolkit Data is unavailable at any time or for any period.

1.12 You are responsible for making all arrangements necessary for you to have access to the BIM Toolkit.

2. RESTRICTIONS

2.1 Except as expressly provided in clause 2.2 of this Licence, you undertake:

(a) not to copy the BIM Toolkit except where such copying is incidental to normal use of the BIM Toolkit, or where it is necessary for the purpose of back-up or operational security;

(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the BIM Toolkit;

(c) not to make alterations to, or modifications of, the whole or any part of the BIM Toolkit, nor permit the BIM Toolkit or any part of it to be combined with, or become incorporated in, any other programs save that this sub clause shall not prevent your use of the BIM Toolkit Library Data provided by your use of the BIM Toolkit API;

(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the BIM Toolkit nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the BIM Toolkit with another software application, and provided that the information obtained by you during such activities:

(i) is used only for the purpose of achieving inter-operability with another software application; and

(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

(iii) is not used to create any software and/or an alternative website which is substantially similar to the BIM Toolkit;

(e) not to use, or permit others to use, the BIM Toolkit or any part of it for the purpose of developing and/or maintaining for yourself or for others, an alternative service provision which at any time either;

(i) directly or indirectly competes with any RIBAE product or service, including but not limited to the BIM Toolkit, NBS Domestic, NBS Scheduler, NBS Building or NBS Create; or

(ii) in some other way serves the same or a similar purpose as any RIBAE product or service, including but not limited to the BIM Toolkit, NBS Domestic, NBS Scheduler, NBS Building or NBS Create.

(f) not to provide or otherwise make available the BIM Toolkit in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person; and

(g) to comply with all applicable technology control or export laws and regulations.

2.2 Where we have provided you with an API Access Code, we grant you a worldwide, non-exclusive, non-transferable, terminable, and non-sublicensable licence to use and integrate the BIM Toolkit API into your Customer Developed Software for the sole purpose of providing the BIM Toolkit Library Data to you and your third party users ("Permitted Purpose").

2.3 When using the BIM Toolkit API, you agree that in addition to the other restrictions in this Licence, you will not, directly or indirectly, and will not procure or enable another person to do any of the following:

(a) sublicense or purport to sublicense the BIM Toolkit API or API Access Code in any Customer Developed Software for use by a third party;

(b) create an application which performs substantially the same use or function as the BIM Toolkit API and offer that use or function to third parties;

(c) interfere with or disrupt services or servers or networks connected to site, or disobey any of our requirements, procedures, policies or regulations of networks connected to the site or interfere, or attempt to interfere, in any manner with the functionality or proper working of the BIM Toolkit API;

(d) circumvent or modify or seek to circumvent or modify any API Access Code(s) or our security mechanisms;

(e) create accounts for any other person by automated means or under false or fraudulent pretences;

(f) use any robot, spyder, scraping, site search/retrieval application or other device to retrieve, index, access or use any portion of the site or the BIM Toolkit API to obtain any information beyond what we provide to you under this Licence;

(g) transmit any malware, spyware, viruses, worms, defects, Trojan horses, malicious or harmful code or use any items of a destructive nature, or compile or use the BIM Toolkit API for the purpose of spamming or promote or facilitate disruptive commercial messages or advertisements;

(h) without our express prior written approval, access or use the BIM Toolkit API for the purpose of aggregating, analysing, extracting, or repurposing any BIM Toolkit Data;

(i) use the BIM Toolkit API or any Customer Developed Software to encourage or promote illegal activity;

(j) use the BIM Toolkit API in a manner that interferes with or disrupts our services or servers or networks constitutes excessive or abusive usage or otherwise fails to comply or is inconsistent with any part of the Licence;

(k) in any way allow your Customer Developed Software to:

(i) be false, inaccurate or misleading;

(ii) infringe on any third party’s copyright, patent, trade mark, trade secret or other property rights or rights of publicity or privacy;

(iii) breach any applicable laws or generally accepted practices in all relevant jurisdictions (including without limitation those governing trade and export, financial services, consumer protection, unfair competition, anti-discrimination or false advertising);

(iv) be defamatory, libellous, threatening, harassing, obscene or offensive; or

(v) create liability for RIBAE or cause RIBAE to lose (in whole or in part) the services of our ISPs or other suppliers; or

(l) provide any data (including Personal Data) or information to us unless you represent and warrant that:

(i) it is accurate and you have all rights necessary to provide such data (including Personal Data) or information to us for our use; and

(ii) you have complied with the Data Protection Act 1998 in connection with all Personal Data comprised within the Project Data and in particular and wherever necessary you have obtained the explicit consent of the data subject to the transfer of their Personal Data to us and to the processing of their Personal Data by us.

2.4: If you develop Customer Developed Software and make it available to your users you must:

(a) display to the users of your Customer Developed Software the link to these Licence terms; and

(b) explicitly state in your Customer Developed Software terms of use that as a condition of using your Customer Developed Software, your users:

(i) agree to be bound by each and every restriction contained in this Licence; and

(ii) agree not to use the Customer Developed Software where such use directly or indirectly competes with any RIBAE product or service in any way.

3. API ACCESS CODES

3.1 We will grant you with an API Access Code once you have completed and returned a Proposed Use Form, provided that the content of that Proposed Use Form:

(a) has been accepted and agreed by RIBAE; and

(b) complies with and remains consistent with all parts of this Licence.

3.2 We have the right to remove all API Access Code(s) from you, if in our opinion at any point;

(a) you fail to comply with any of the terms contained within this Licence or the accompanying policies;

(b) your use of the BIM Toolkit API and/or your Customer Developed Software does not comply with the content standards set out in our Acceptable Use Policy https://toolkit.thenbs.com/legal/acceptable-use-policy; or

(c) your use of the BIM Toolkit API and/or your Customer Developed Software does not correspond with the information supplied on your Proposed Use Form.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 You acknowledge and accept that we are the owner or licencee of all intellectual property rights in the BIM Toolkit and that rights in the BIM Toolkit are licensed (not sold) to you. You acknowledge and accept that (subject to the provisions of clause 1.7) you have no rights in, or to, the BIM Toolkit other than the right to use it in accordance with the terms of this Licence (and all documents referred to in this Licence).

4.2 You acknowledge that you have no right to receive access to the BIM Toolkit in source code form.

5. LIMITATION OF LIABILITY IF YOU ARE A BUSINESS USER

5.1 You accept responsibility for the selection of the BIM Toolkit to achieve your intended results. You acknowledge that the BIM Toolkit has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the BIM Toolkit meet your requirements.

5.2 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

(a) loss of profits, sales, business, or revenue;

(b) business interruption;

(c) loss of anticipated savings;

(d) loss or corruption of data or information;

(e) loss of business opportunity, goodwill or reputation; or

(f) any indirect or consequential loss or damage.

5.3 Other than the losses set out in condition 5.2 (for which we are not liable) and subject to the provisions of condition 5.5 we shall not be liable to you in connection with this Licence whether in contract, tort (including negligence) or otherwise.

5.4 Nothing in this Licence shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be excluded or limited by English law.

5.5 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the BIM Toolkit. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the BIM Toolkit which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

6. LIMITATION OF LIABILITY IF YOU ARE A CONSUMER USER

6.1 You accept responsibility for the selection of the BIM Toolkit to achieve your intended results. You acknowledge that the BIM Toolkit has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the BIM Toolkit meet your requirements.

6.2 If you are a consumer, we only supply the BIM Toolkit for domestic and private use. You agree not to use the BIM Toolkit for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

6.3 Subject to the provisions of condition 6.4, we shall not be liable to you in connection with this licence, whether in contract, tort (including negligence) or otherwise.

6.4 Nothing in this Licence shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability that cannot be excluded or limited by English law.

7. TERMINATION

7.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

7.2 Upon termination for any reason:

(a) all rights granted to you under this Licence shall cease; and

(b) you must immediately cease using the BIM Toolkit and cease all activities authorised by this Licence.

8. COMMUNICATIONS

8.1 If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by pre-paid post to RIBA Enterprises Limited, The Old Post Office, St Nicholas Street, Newcastle upon Tyne NE1 1RH or by email to info@ribaenterprises.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.

8.2 If we have to contact you or give you notice in writing, we will do so by e-mail.

8.3 It is your obligation to ensure that your e-mail address as attached to your BIM Toolkit account is and remains from time to time correct.

8.4 If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on the site, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

9. EVENTS OUTSIDE OUR CONTROL

9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 8.2.

9.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

9.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

(a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

10. OTHER IMPORTANT TERMS

10.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

10.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

10.3 If you are a business customer, this Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this in this Licence or any document expressly referred to in it.

10.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

10.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

10.6 This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

10.7 We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).