General Terms and Conditions

Intro

Accessing and using BIMworks

By accepting these GTC, you warrant that if acting for a corporate entity, you are legally capable of entering into a binding contract on its behalf.

You warrant that your use of the Software:

• will not infringe the Intellectual Property Rights of any third party;
• will not be defamatory, libellous, obscene or otherwise unlawful;
• will not violate any applicable law, statute or subordinate legislation; and
• will not, to the best of your knowledge and belief, contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information.

We hereby grant you a non-exclusive license to use the Software. The license allows you to use BIM.works UI, BIM.works API and BIM.works SDKs for commercial use and allows you to charge or accept compensation for services using the BIM.works API and BIM.works SDKs. Other items of the Software are only for personal use. Personal use means that you do not charge or accept compensation for the use of the Software or any services that you provide with it. BIM Base B.V. may revoke this license at any time, unless otherwise stated in an additional contract. These GTC govern:

• BIM.works API (Advanced Programmable Interface)
• BIM.works UI (User Interface)
• BIM.works SDKs (Software Development Kits)
• BIM Base hosted or cloud-based solutions (currently designated as Cloud deployments) (“Hosted Services”), more specifically: BIMserver hosting;
• Consultancy, development of additional software (“Consultancy”)
• Support or maintenance services provided by BIM Base.

• Software, SaaS, BIM.works API, UI, SDKs, Hosted Services and Consultancy together with related Documentation, are referred to as “Products”. The Products and their permitted use are further described in BIM Base standard documentation (“Documentation”).
• Only the specific individuals for whom you have paid the required fees and whom you designate through the applicable Product (“Authorized Users”) may access and use the Products. Some Products may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Authorized Users may be you or your Affiliates’ employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. You may also permit your customers to have limited access to certain Products as Authorized Users. You may increase the number of Authorized Users permitted to access your instance of the Product by placing a new order or, in some cases, directly through the Product. In all cases, you must pay the applicable fee for the increased number of Authorized Users. You are responsible for compliance with these GTC by all Authorized Users. All use of Products by you and your Authorized Users must be within the Scope of Use and solely for the benefit of you or your Affiliates. “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.
• These GTC applies whether you purchase our Products directly from us or through other authorized resellers (each, a “Reseller”). If you purchase through a Reseller, your Scope of Use shall be as stated in the Order placed by Reseller for you, and Reseller is responsible for the accuracy of any such Order. Resellers are not authorized to make any promises or commitments on our behalf, and we are not bound by any obligations to you other than what we specify in these GTC.

Ownership

You irrevocably acknowledge that, subject to the licenses granted herein, you have no ownership interest in the Software or materials provided to you. BIM Base will own all right (e.g. closed source), title, and interest in such Software and BIM Base materials, subject to any limitations associated with intellectual property rights of third parties. BIM Base reserves all rights not specifically granted herein.

Software license vs open source license

• You acknowledge that all Intellectual Property Rights in the Software belong and shall belong to BIM Base or the relevant Third Party Licensors (as the case may be).
• Things You May Not Do. The Software and Documentation are protected by copyright laws and international treaties. You must treat the Software and Documentation like any other copyrighted material. Notwithstanding clause 2.3 you may not:
  • copy the Documentation,
  • copy the Software except to make archival or backup copies as provided above,
  • modify or adapt the Software or merge it into another program,
  • reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software,
  • place the Software onto a server so that it is accessible via a public network such as the Internet, or
  • sublicense, rent, lease or lend any portion of the Software or Documentation.
• In deviation of clause 4.2 you may use BIM.works UI, BIM.works API and BIM.works SDK in order to sublicense, rent, lease this to any third party and place this on a server so that it is accessible via a network. You may however not reverse engineer, disassemble, decompile or make any attempt to discover the source code.
• If the Product is delivered to you in the form of a source code because it is licensed under open source or it has been licensed as open source, you may in deviation of clause 4.1 and clause 4.2 above:
• Copy the Documentation,
• Copy the Software for own use within the acquired open source licence,
• Modify or adapt the Software for own use within the acquired licence,
• By modifying or adapting the Software you accept all responsibility for the functioning of the Software. You also understand that in such a case BIM Base has no obligation to provide you with support. You will hold harmless BIM Base for all losses, damages and costs in the event the is any (potential) liability due to the made modifications or adaptation.
• Transfers. You may not transfer all your rights to use the Software and Documentation to another person or legal entity provided you transfer these GTC, the Software and Documentation, including all copies, updates and prior versions to such person or entity and that you retain no copies, including copies stored on computer, save for the situation that the transfer relates to an open source copy within the acquired licence.

Payment (fees)

You shall pay BIM Base the fees indicated in their offer. Unless otherwise provided in an offer, all fees are to be paid to BIM Base within the agreed period of time. Invoices will be sent by electronic delivery unless requested otherwise by you, additional fees will apply.

Rights and obligations of the parties

• You will be responsible at all times for:
  • the proper installation of the Software on your computers and any computers of its employees;
  • the proper distribution of updates and Software related communications within its company;
  • as and when notified to do so by BIM Base, installing any updates to the Software;
  • the provision of any additional information necessary for BIM Base to confirm the identity of you;
  • and prompt notifying BIM Base of any failures or malfunctions in the Products and supplying information and assistance to BIM Base or any parties engaged by BIM Base to explain and replicate the problem.
• You warrant that in using the Product, it shall observe and strictly follow the instructions of BIM Base and fully comply with the applicable standards and regulations as imposed by local authorities.
• You shall notify BIM Base of any third party’s unauthorized use of the Products and threatened infringement of the Intellectual Property Rights pertaining thereto as soon as you become aware of such (potential) unauthorized use or infringement. You shall supply, without delay and free of charge, all information which it or BIM Base considers to be necessary and desirable in order to take action against such attack or infringement. You shall fully cooperate with and assist BIM Base and its Affiliates to enforce or defend the Products and any Intellectual Property Rights pertaining thereto.
• BIM Base is entitled without prior notice or consent of you to issue New Versions of the Software or Products. BIM Base shall use reasonable endeavours to inform you by e-mail of an anticipated New Version. You shall ensure that such New Versions are properly distributed and installed by all users of Software. You shall at all times exclusively use the latest version of the Software, including to avoid the risk of a design based on outdated Software.
• BIM Base is entitled to store and use your data for the purposes in accordance with the terms of its Privacy and Cookie Statement, as if you and/or its employees were visitors to the Websites.

Limited Warranty

• You accept responsibility for the selection of the Products to achieve its intended results and acknowledges that the Products are not developed to meet the individual requirements of you.
• All products are provided “as is,” and BIM Base and its suppliers expressly disclaim any and all warranties and representations of any kind (save for the above), including any warranty of non-infringement, title, fitness for a particular purpose, functionality, or merchantability, whether express, implied, or statutory. You may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law. BIM Base shall not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of BIM Base. To the maximum extent permitted by law, neither BIM Base nor any of its third party suppliers makes any representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any products or any content therein or generated therewith, or that: (a) the use of any products will be secure, timely, uninterrupted or error-free; (b) the products will operate in combination with any other hardware, software, system, or data; (c) the products (or any products, services, information, or other material purchased or obtained by you through the products) will meet your requirements or expectations); (d) any stored data will be accurate or reliable or that any stored data will not be lost or corrupted; (e) errors or defects will be corrected; or (f) the products (or any server(s) that make a hosted service available) are free of viruses or other harmful components.
• Limited Remedy. Our entire liability and your exclusive remedy for breach of the foregoing warranty shall be, at our option, to either:
  • return the price you paid, or
  • repair or replace the Product that does not meet the foregoing warranty if it is returned to us with a copy of your receipt.
• In no event will we be liable to you for any damages, including any lost profits, lost savings, or other incidental or consequential damages arising from the use or the inability to use the software (even if we or an authorized dealer or distributor has been advised of the possibility of these damages), or for any claim by any other party. some countries or states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation may not apply to you.

Hosting Services

• Subject to the terms and conditions of these GTC, BIM Base grants you a non-exclusive right to access and use the Hosted Services during the applicable Subscription Term (as defined in the offer) in accordance with this GTC, your applicable scope of use and the Documentation. If BIM Base offers client software (e.g., a desktop or mobile application) for any Hosted Service, you may use such software solely with the Hosted Service, subject to the terms and conditions of this GTC. You acknowledge that our Hosted Services are on-line, subscription-based products and that we may make changes to the Hosted Services from time to time. Except as otherwise specified in your order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription through your account If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
• BIM Base implements security procedures to help protect your data from security attacks. However, you understand that use of the Hosted Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
• You will defend, indemnify and hold harmless BIM Base from and against any loss, cost, liability or damage, including attorneys’ fees, for which BIM Base becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Hosted Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of BIM Base at your expense.
• BIM Base has no obligation to monitor any content uploaded to the Hosted Services. Nonetheless, if we deem such action necessary based on your violation of these GTC or in response to takedown requests that we receive we may (1) remove Your data from the Hosted Services or (2) suspend your access to the Hosted Services. We may suspend your access immediately without notice. You will continue to be charged for the Hosted Service during any suspension period. We have no liability to you for removing or deleting your data from or suspending your access to any Hosted Services as described in this section.

Support and Maintenance (SLA)

BIM Base will provide the support and maintenance services for the Products described in the “SLA” policy attached to these GTC during the period for which you have paid the applicable fee. The SLA is subject to the terms of the agreement and will be provided at the support level and during the support term specified in your order. The SLA may be modified by BIM Base from time to time to reflect process improvements or changing practices. Support and maintenance for Software includes access to New Releases, if and when available. You may use any New Releases that we provide to you during a valid support term in the same way that you use Software, and New Releases are included in the definition of Software in that case. “New Releases” are bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Software that we make generally commercially available.

Term and Termination

• BIM Base may terminate these Standard Licence Terms at any time without any explanation or consequence and with immediate effect upon written notice to you
• These GTC is in effect for as long as you have a valid License Term or Subscription Term (the “Term”), unless sooner terminated as permitted in these GTC. You may terminate it at any time by destroying all copies of the Software and Documentation in your possession, save of the copies that are licensed under open source. It will also automatically terminate if you fail to comply with any term or condition of this license agreement. You agree on termination of this license to destroy all copies of the Software and Documentation in your possession, save for the copies provided to you under open source licenses.

Confidentiality

You shall, during the Term and thereafter, keep confidential all, and shall not use for its own purposes nor without the prior written consent of BIM Base disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value relating to the Products) which may become known to you from BIM Base and which relates to BIM Base or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of you from a third party. You shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information. Any use or disclosure of the Software, or of its algorithms, protocols or interfaces, other than in strict accordance with these GTC, may be actionable as a violation of our trade secret rights.

General Provisions

• You hereby authorise us to modify and amend the terms to this license agreement from time to time. We will notify you in due course of any modifications and amendments.
• In the event of litigation between you and us disputes shall be exclusively settled before the court of The Hague.
• This license agreement is governed by the laws of the Netherlands. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these GTC.