Manufacturer terms and conditions
1.1 The Order Form constitutes an offer by the Customer to purchase from RIBAE the Services stipulated in the Order Form. The Order Form shall only be deemed to be accepted when RIBAE issues written acceptance of the Order Form at which point and on which date the Contract shall come into existence, such date to be recorded by RIBAE on the Order Form (Contract Start Date). The Contract between RIBAE and the Customer is subject to the following Terms and Conditions.
1.2 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.3 Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.4 Interpretation – The following defined terms shall have the meanings set out below:
Anniversary Date means the date which is twelve months after the Subscription Start Date and the corresponding date in each subsequent year.
Authored BIM Object means a BIM Object (based upon the Literature) which complies with the most current version of the NBS BIM Object Standard, created and/or developed by RIBAE under this Contract for the Customer for inclusion into the NBS National BIM Library.
Background Intellectual Property means all Intellectual Property Rights in the processes and/or procedures followed by, and software used by RIBAE, and in the techniques used by RIBAE in the creation and/or development of any of the Services or any other RIBAE services and products and those arising out of, or in any way connected to, the provision of the Services (which shall include, for the avoidance of doubt, all Intellectual Property Rights in the Property Schedule) and all other Intellectual Property Rights that arise, or are obtained or developed by either party during the Term in connection with the Contract, but excluding the Foreground Intellectual Property.
Contract Start Date means the date on which the Contract shall come into existence and such date shall be recorded by RIBAE on the Order Form.
NBS National BIM Library Hosting Service means a service from RIBAE if stipulated by the Customer in the Order Form and involves the hosting of those BIM Objects (which may be Authored BIM Objects and/or Certified BIM Objects) on the NBS National BIM Library.
BIM Object means a digital file in a format that is fully compatible with and part of the NBS National BIM Library and which contains information about a real-world physical building component (e.g. wall, window, door) or material (e.g. concrete block, glazing pane, fixing) that is used in the construction process. Each BIM Object file may include Content defining any of its three-dimensional geometry; any of its physical and aesthetic properties and behaviour; any of its specification, construction and facilities management properties; and any of the relationships and constraints that describe the equivalent real-life physical component or material.
BIM Object Authoring Service means a service from RIBAE if stipulated by the Customer in the Order Form and involves the creation and/or authoring of BIM Objects (which may include BIM Object Revisions).
BIM Object Certification means a BIM Object certified by RIBAE under this Contract which complies with the most current version of the NBS BIM Object Standard.
BIM Object Revision means any modification and/or amendment to an existing Authored BIM Object which RIBAE undertakes in accordance with the provisions of clause 5.
Certified BIM Object means a BIM Object certified by RIBAE under this Contract which complies with the NBS BIM Object Standard.
Content shall mean all human and machine readable data retained, maintained and displayed in the Services which may include Customer Data.
Contract means these Terms and Conditions together with the Order Form.
CPD Materials means the Customer Literature to be assessed and approved by RIBAE as part of the RIBA CPD Providers Network service.
Customer means you, the purchaser of the Services.
Customer Data means any data, information or materials (including CPD Materials and BIM Objects supplied by the Customer) provided or uploaded by the Customer throughout the Term.
Customer Representatives means, in relation to the Customer, its employees, officers, representatives and advisers.
Customer’s Website means the website specified in the relevant Order Form.
Data Protection Legislation means the UK Data Protection Act 2018 and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications.
First Year Subscription Fee means the Subscription Fee payable by the Customer, to RIBAE, for the first year of the Contract, as specified in the relevant Invoice. Force Majeure Event shall have the meaning set out in clause 10.
Foreground Intellectual Property means all Intellectual Property Rights (excluding Background Intellectual Property) in the visual identity and readable content of an Authored BIM Object and which are unique to that Authored BIM Object made on behalf of the Customer, and any pre-existing Customer Content (including the Customer’s CPD Material) and Literature belonging to the Customer.
Initial Term two (2) years from the Subscription Start Date.
Intellectual Property Rights means the patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software including rights in the source code of that software, database rights, rights in confidential information (including know-how and trade secrets) and any other Intellectual Property Rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Logo(s) means the logos, branding or other marks belonging to RIBAE stipulated in the Order Form and which RIBAE may from time to time permit the Customer to use in accordance with this Contract.
Literature means the Customer’s most current technical or trade literature and specifications and other material including logos, which is supplied to RIBAE by the Customer as a basis for preparation of the Services.
My Account Area means the portal through which the Customer may manage their subscription to NBS products and Services.
NBS means the National Building Specification, a suite of products and services solely and wholly owned, promoted, sold and distributed by RIBAE.
NBS BIM Object Standard means the version of the BIM Object quality standard used by RIBAE in the course of its normal business, as amended and/or updated by RIBAE from time to time in accordance with clause 18.1.3.
NBS National BIM Library means the online database of BIM Objects and related Content wholly owned, maintained and managed by RIBAE.
NBS Plus means a service from RIBAE whereby Customer product information is provided and made available to other users within NBS products and services.
Order Form means the signed document confirming the Customer’s subscription to the Services.
Property Schedule means the schedule of information prepared by RIBAE, setting out the key properties of the Authored BIM Object.
Renewal Period shall have the meaning set out clause 17.1.
RIBA CPD Providers Network means a service from RIBAE if stipulated by the Customer in the Order Form and involves the assessment and, if successful, hosting of the Customer’s CPD Materials.
RIBA CPD Providers Network Quality Code means a set of conditions which apply to CPD Materials.
RIBA Product Selector means a service and website provided by RIBAE whereby Customer product information is made available.
RIBAE means RIBA Enterprises Limited, a company incorporated and registered in England and Wales (company number 978271) whose registered office is at The Old Post Office, St Nicholas Street, Newcastle upon Tyne, NE1 1RH.
RIBAE Representatives means, in relation to RIBAE, its employees, officers, representatives and advisers and which includes third parties or contractors who are instructed by RIBAE to perform the Services on RIBAE’s behalf (if any).
Second Year Subscription Fee means the Subscription Fee payable by the Customer to RIBAE for the second year of the Contract, as specified in the relevant invoice.
Services means all and each of the services subscribed to by the Customer and to be delivered by RIBAE in accordance with these Terms and Conditions, including those set out in the Order Form and such other services as may be agreed between the Parties from time to time.
Subscription Fee means the total amount payable by the Customer for all Services.
Subscription Start Date means the date of commencement of subscription to the NBS product or Service as detailed on the Order Form.
Term means the duration of the Contract, which shall commence from the Contract Start Date and include any subsequent Renewal Periods unless and until the Contract is validly terminated in accordance with these terms.
Terms and Conditions mean these terms and conditions set out in clause 1 to clause 21.
2.1 The Services and the information they contain are not intended and accordingly shall not be relied upon either as a substitute for professional advice or judgement or to provide legal or other advice with respect to any particular circumstance.
2.2 These Terms and Conditions, as updated or amended by RIBAE from time to time, apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.1 The Customer shall supply to RIBAE the Literature, to enable RIBAE to perform each of the Services. Failure to provide the Literature to RIBAE within a reasonable time period, such time period to be agreed upon in writing between RIBAE and the Customer, will be a material breach of the Contract entitling RIBAE to suspend the Services or (at RIBAE’s option) terminate the Contract and retain all Subscription Fees paid in advance.
3.2 RIBAE accepts no responsibility for the accuracy of the Literature submitted by the Customer, nor for any errors or omissions, or any liability arising from the use of the Literature by third parties. The Customer hereby agrees that it shall at all times indemnify RIBAE against all and any liability arising out of the use of the Literature.
4. THE SERVICES
4.1 Services are provided for the Term. The Services shall be deemed to commence on the Contract Start Date. For the avoidance of doubt, the subscription shall be deemed to commence on the Subscription Start Date.
4.2 RIBAE shall have the right to make any changes to any and all of the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and RIBAE shall notify the Customer in any such event.
4.3 By editing and releasing any Literature, Content or Customer Data pursuant to the Services, RIBAE and its consultants do not make any representation as to the presence or absence of patent rights subsisting in the Customer’s product or the legal right of any customer to manufacture, market, install or maintain the Customer’s products referred to in the Content.
4.4 The Customer shall in relation to all Services:
4.4.1 commit to the Contract and to the Term, and shall pay to RIBAE the Subscription Fee as specified in the relevant invoice;
4.4.2 co-operate with RIBAE in all matters relating to the Service;
4.4.3 obtain and maintain all necessary licences and consents to comply with all relevant legislation;
4.4.4 not assign, transfer, mortgage, sub-licence, charge or otherwise dispose of or encumber this Contract, or any of its rights or obligations under it without the prior written consent of RIBAE;
4.4.5 the Customer warrants to RIBAE and its publishers, agents and distributors that all Intellectual Property Rights in the Literature are its sole and exclusive property and/or that it holds a sufficient licence or authority from the owners of such Intellectual Property Rights for the purposes of facilitating performance of this Contract.
5. NBS NATIONAL BIM LIBRARY
5.1 This clause 5 shall apply specifically in relation to NBS National BIM Library.
5.2 The Customer shall:
5.2.1 approve, by giving written notice of such approval to RIBAE, the Property Schedule prior to the relevant Authored BIM Object being included in the NBS National BIM Library. In giving such approvals, the Customer confirms that it shall indemnify RIBAE in respect of all and any liability arising out of the use of that Authored BIM Object by any person, anywhere in the world.
5.2.2 use its best endeavours to approve the Property Schedule, where RIBAE authors a BIM Object, within a reasonable time period, such time period to be agreed upon in writing between RIBAE and the Customer.
5.3 In each year of the Contract, the Customer shall be entitled to receive a maximum of two BIM Object Revisions for each of their Authored BIM Objects, where the modifications and/or amendments to the relevant Authored BIM Objects comprise:
5.3.1 modifications and/or amendments to the Authored BIM Object’s name, description and/or image; or
5.3.2 modifications and/or amendments to the information contained within the Authored BIM Objects;
and do not relate to modifications and/or amendments to the Authored BIM Object’s geometry and/or functionality.
5.4 The Customer may request BIM Object Revisions at any time during a year of the Contract. All requests by the Customer for BIM Object Revisions shall be in writing and the Customer shall use its best endeavours to provide RIBAE with a clear description of the required modifications and/or amendments to the relevant Authored BIM Objects.
5.5 Should the Customer request a BIM Object Revision that, in RIBAE’s reasonable opinion, falls outside the scope of clause 5.3 (including, without limitation, modifications and/or amendments to the geometry and/or functionality of Authored BIM Objects), then such work shall be considered a new Service, and the Customer shall be charged an additional Subscription Fee dependent upon the work involved. The Customer agrees to pay this additional Subscription Fee.
5.6 Upon receipt of the Customer’s BIM Objects, RIBAE shall upgrade the BIM Objects to comply with the NBS BIM Object Standard. RIBAE reserves the right, at its sole discretion, to refuse this work.
6. NBS PLUS
6.1 This clause 6 shall apply specifically in relation to NBS Plus.
6.2 Customer related Content may be updated up to three times a year and it is the responsibility of the Customer to inform RIBAE of any changes required.
7. RIBA CPD PROVIDERS NETWORK
7.1 This clause 7 shall apply specifically in relation to RIBA CPD Providers Network.
7.2 Submission of CPD Material must be made to RIBAE within sixteen weeks of the Contract Start Date. All material that has been submitted for approval and returned to the provider by RIBAE for further amendment must have those changes facilitated and resubmitted within a period of four weeks. Failure to meet these timings may result in cancellation of the Contract.
7.3 The Customer must abide by the RIBA CPD Providers Network Quality Code available to view at www.thenbs.com/terms-and-conditions or such other website address as may be notified to the Customer from time to time. Failure of the Customer to abide by the RIBA CPD Providers Network Quality Code may result in cancellation of the Contract.
7.4 The Customer is wholly responsible for ensuring that Content relating to the Customer in the RIBA CPD Providers Network and CPD Material is accurate.
7.5 On termination of the Contract, the Customer must not refer to any Literature as being approved or certified by RIBAE or the RIBA CPD Providers Network.
7.6 On termination of the Contract the Customer must confirm in writing to the registered office of RIBAE that they have removed all symbols and logos pertaining to the RIBA CPD Providers Network and any certified material, similarly branded, from all promotional material at their own expense.
7.7 The availability of Content and CPD Material via the RIBA CPD Providers Network will be organised into group and indexes determined by RIBAE. RIBAE reserves the right to amend, revise or alter these groups and indexing without prior notice to the Customer. During the Initial Term, the Customer can submit up to 5 pieces of CPD Materials to be assessed and approved. After the Initial Term, for any Renewal Period, the Customer may submit only one CPD Material per year to be assessed for approval.
8.1 The Customer shall be invoiced for the First Year Subscription Fee following signature of the Order Form.
8.2 The Customer shall be invoiced for the Second Year Subscription Fee on the Anniversary Date which is twelve months after the Subscription Start Date.
8.3 During a Renewal Period, the Customer will be invoiced for each year of the subscription on the Anniversary Date.
8.4 All invoices must be paid within 30 days of issue. RIBAE shall be entitled to charge interest and associated costs on late payments. Failure to pay invoices on time may amount to a material breach of contract entitling RIBAE to end the Services and terminate the Contract. RIBAE reserves the right to charge interest and late payment compensation in accordance with the provisions of The Late Payment of Commercial Debts (Interest) Act 1998 or such other similar legislation as may be enacted from time to time on any such overdue sums. For the avoidance of doubt, in addition to interest payments the Customer shall pay on demand all RIBAEs reasonable costs and expenses incurred in enforcing this contract and recovering overdue monies and interest from the Customer.
8.5 RIBAE reserves the right to amend any of the payment terms, including the amount of the fees and the payment periods, from time to time upon notice to the Customer.
9. LIMITATION OF LIABILITY
9.1 RIBAE does not warrant that the Services will meet the Customer’s requirements or that the hosting or performance of any of the Services will be uninterrupted or error free. In no event will RIBAE be liable to the Customer for any loss or damage of any kind including lost profits, lost revenue, loss of anticipated saving, loss or corruption of data, down time or any special, consequential or indirect loss arising from errors or deficiencies in the Services whether caused by breach of contract, negligence or otherwise, except as expressly provided in these Terms and Conditions.
9.2 RIBAE has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in these Terms and Conditions reflect the insurance cover RIBAE has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
9.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
9.3.1 death or personal injury caused by negligence;
9.3.2 fraud or fraudulent misrepresentation; and
9.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.4 Subject to clause 9.3, the RIBAE’s total liability to the Customer shall not exceed the aggregate amount of the Subscription Fee actually paid by the Customer to RIBAE in the immediately preceding period of twelve months. RIBAE’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
9.5 Subject to clause 9.3 the following types of loss are wholly excluded:
9.5.1 loss of profits;
9.5.2 loss of sales or business;
9.5.3 loss of agreements or contracts;
9.5.4 loss of anticipated savings;
9.5.5 loss of use or corruption of software, data or information;
9.5.6 loss of or damage to goodwill; and
9.5.7 indirect or consequential loss.
9.6 This clause 9 shall survive termination of the Contract.
9.7 RIBAE shall not be responsible for loss occasioned to any person acting or refraining from action as a result of using the Services or any RIBAE website. The Services, RIBAE websites and all RIBAE software products and Content are offered as is and without any warranties as to the results obtained from their use.
9.8 For the avoidance of doubt, RIBAE shall not be liable for any loss resulting from, or in any way arising out of or in connection with, any third party’s:
9.8.1 inappropriate use of the Content or any of the Services;
9.8.2 failure to exercise reasonable levels of due care and attention when using the Content or any of the Services; or
9.8.3 failure to exercise reasonable levels of professional skill and competence when using the Content or any of the Services.
9.9 RIBAE accepts no responsibility for (and Customer shall indemnify and hold RIBAE harmless against any losses or claims arising from or relating to) the accuracy of any of the Literature or Customer Data provided by the Customer, nor any errors or omissions, nor any liability arising from the use of the Literature or Customer Data by third parties. For the avoidance of doubt this clause shall also apply to all Literature, BIM Objects and CPD Materials.
9.10 Nothing in this Contract shall be construed as a guarantee of availability or uptime for any aspect of the Services nor of any other of RIBAEs products or services (including the NBS National BIM Library and the NBS software). All RIBAE online products and services, including the hosting services set out herein, shall be subject to both scheduled and emergency maintenance without notice to the Customer.
10. FORCE MAJEURE
10.1 RIBAE shall not be liable for any failure or delay in the Services or any part thereof occasioned by circumstances beyond its reasonable control including (but not limited to) acts of God, fire, flood, explosion, accident, inability to supply the information, software materials or support, breakdown of equipment, failure of telecoms, internet or utilities (regardless of cause), governmental action, order or interference and labour disputes involving RIBAE, the Customer and/or any third party, (Force Majeure Event).
10.2 Where the Force Majeure Event continues for more than 2 months, either party may terminate this Contract or part thereof on 14 days’ notice to the other party.
11.1 The Customer may not reproduce in any form, of the Services, the Content or any materials or software used or created in the provision of the Services except as expressly provided for in these Terms and Conditions.
11.2 Except with RIBAE’s express, prior written consent (there being no presumption that RIBAE shall give its consent) or as otherwise specified in these Terms and Conditions or as is necessary for the Customer to make full use of the Services, the Customer may not at any time during the Contract, or at any time thereafter:
11.2.1 use or permit others to use the Services or the Content for the purpose of developing and/or maintaining for himself or for others, an alternative service provision which either directly or indirectly competes with the Services or in some other way serves the same or a similar purpose as the Services;
11.2.2 attempt to copy, modify, duplicate, creative derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Content, the Services or any materials or software used or created in the provision of the Services in any form or media or by any means; or
11.2.3 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Content, the Services or any software used or created in the provision of the Services except as permitted in law; or
11.2.4 licence, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Content or any materials or software used or created in the provision of the Services available to any third party.
12. OBLIGATIONS OF RIBAE
12.1 RIBAE agrees to provide the Services in accordance with these Terms and Conditions, the relevant Order Form and/or, the relevant invoice.
12.2 RIBAE warrants to the Customer that RIBAE will provide the Services using reasonable care and skill.
13. CUSTOMER’S OBLIGATIONS AND WARRANTIES
13.1 The Customer shall:
13.1.1 commit to the Contract and to the Term, and shall pay to RIBAE the Subscription Fee as specified in the relevant invoice;
13.1.2 co-operate with RIBAE in all matters relating to the Services and provide Literature subject to clause 3.1 and in a suitable format all information and Literature required by RIBAE from time to time to perform the Services;
13.1.3 obtain and maintain all necessary licences and consents to comply with all relevant legislation in relation to the Literature and the Services;
13.1.4 not assign, transfer, mortgage, sub-licence, charge or otherwise dispose of or encumber this Contract, or any of its rights or obligations under it without the prior written consent of RIBAE;
13.1.5 not, at any time during the Contract, or at any time thereafter, hold itself out to be the author, owner or supplier of any NBS products or services.
13.2 The Customer warrants to RIBAE and its publishers, agents and distributors that all Intellectual Property Rights in the Literature provided to RIBAE for the purposes of providing the Services are its sole and exclusive property and/or that it holds a sufficient licence or authority from the owners of such Intellectual Property Rights for the purposes of facilitating performance of this Contract and grants RIBAE a non-exclusive licence throughout the Term to use, publish, make available, copy and re-sell and do all acts in relation to all of the foregoing.
13.3 If RIBAE’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
13.3.1 RIBAE shall without limiting its other rights or remedies have the right to suspend performance of the Services in whole or in part until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays RIBAE’s performance of any of its obligations;
13.3.2 RIBAE shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from RIBAE’s failure or delay to perform any of its obligations as set out in this clause 13.3; and
13.3.3 the Customer shall reimburse RIBAE on written demand for any costs or losses sustained or incurred by RIBAE arising directly or indirectly from the Customer Default.
14. DATA PROTECTION
14.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 14 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Legislation.
14.3 The Customer acknowledges and agrees that:
14.3.1 the Services are not intended for storing or otherwise processing any personal data on behalf of the Customer;
14.3. RIBAE is not appointed as a personal data processor under the Contract.
15.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by one party or its Representatives (the “disclosing party”) to the other party or its Representatives (the “receiving party”) after the Contract Start Date and in connection with the Contract including but not limited to:
15.1.1 any information that would be regarded as confidential by a reasonable business person relating to:
18.104.22.168 the business, affairs, suppliers, plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
22.214.171.124 the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party.
15.2 The provisions of this clause shall not apply to any Confidential Information that:
15.2.1 is hosted on any NBS website and is therefore available to the public;
15.2.2 is or becomes otherwise generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
15.2.3 was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
15.2.4 was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
15.2.5 the parties agree in writing is not confidential or may be disclosed; or
15.2.6 is developed by or for the receiving party independently of the information disclosed by the disclosing party.
15.3 The receiving party shall keep the disclosing party’s Confidential Information confidential and shall not:
15.3.1 use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract); or
15.3.2 disclose such Confidential Information in whole or in part to any third party, except its own Representatives, or as expressly permitted by this clause 15.
15.4 RIBAE may disclose the Customer's Confidential Information to RIBAE Representatives who need to know such Confidential Information for the permitted purpose, provided that:
15.4.1 it informs such RIBAE Representatives of the confidential nature of the Confidential Information before disclosure;
15.4.2 it procures that RIBAE Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this Contract.
15.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
15.6 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in these Terms and Conditions are granted to the other party, or to be implied from the Contract.
16. INTELLECTUAL PROPERTY
16.1 All of the Intellectual Property Rights in the Logos, the NBS National BIM Library, the Services and the Background Intellectual Property are, and shall remain at all times, the sole and exclusive property of RIBAE or its licensors. All such rights are reserved and no licence or permission is to be implied or granted hereunder except as explicitly set out in these Terms and Conditions.
16.2 All Intellectual Property Rights in any BIM Object(s) under this Contract shall be owned by, and shall remain the property of, the Customer or the Customer’s licensors.
16.3 The Customer shall indemnify and hold RIBAE harmless in full against all losses, claims, costs, expenses and any sums awarded or claimed against RIBAE arising out of or in connection with any claim brought against RIBAE for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Literature, or any other content provided by the Customer, for use by RIBAE.
16.3.1 The Logos may only be used by the Customer during the Term. On termination of the Contract or part thereof the Customer must remove the Logos from all media relating to the Services.
17.1 This Contract shall, unless and until terminated in accordance with this clause 17, commence upon the Contract Start Date detailed on the Order Form and shall continue for the Initial Term and thereafter, shall automatically be renewed for successive periods of 24 months on the expiry of the Initial Term or Renewal Period (each Renewal Period) unless:
17.1.1 either party notifies the other party of termination of the Contract or part thereof, in writing, at least 90 days before the expiry of the Initial Term or Renewal Period, in which case the Contract shall terminate or be partially terminated in respect of a particular Service or Services upon the expiry of the Initial Term or Renewal Period; or
17.1.2 otherwise terminated in accordance with the provisions of the Contract.
17.2 At least 104 days prior to the expiry of the Initial Term or Renewal Period RIBAE shall notify the Customer of the Subscription Fee payable in respect of the forthcoming Renewal Period.
17.3 At least 104 days prior to the expiry of the Initial Term or Renewal Period each party shall notify the other in writing of any proposed changes to the Order Form in respect of the forthcoming Renewal Period.
17.4 Any proposed changes submitted in accordance with clause 17.3 and agreed by the parties together with the Subscription Fee payable in respect of the forthcoming Renewal Period shall be confirmed in writing by RIBAE.
17.5 Without affecting any other right or remedy available to it, RIBAE may terminate this Contract immediately by giving notice to the Customer, in writing, in the event that:
17.5.1 The Customer breaches any material term of the Contract and fails to remedy such breach (which is capable of remedy) within 14 days of the receipt of notice requiring the same to be remedied; or
17.5.2 The Customer fails to pay any amount due under the Contract on the due date for payment and fails to pay all outstanding amounts within 7 days after being notified in writing to do so; or
17.5.3 The Customer has a receiver and/or manager and/or an administrator appointed over all or part of its assets or it enters into liquidation whether compulsory or voluntary (other than for the purposes of the bona fide solvent reconstruction) or otherwise enters into any arrangement or composition with its creditors or otherwise expresses an inability to pay its debts when they become due; or
17.5.4 An order is made or a resolution is passed for the winding up of the Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding up order against it; or
17.5.5 The Customer ceases, or threatens to cease, to trade.
17.6 Without prejudice to clause 17.7 RIBAE may terminate this Contract at any time by giving a minimum of 12 weeks’ notice to terminate the Contract.
17.7 Any termination of this Contract will be without prejudice to RIBAE’s rights existing at the date of termination and the Customer shall not be entitled to any refund of the Subscription Fee. For the avoidance of doubt, the Customer shall be liable to pay (within 30 days) the full Subscription Fee, as set out in the Order Form or invoice, applicable for the duration of the Contract irrespective of when the Contract is terminated.
17.8 In the event of termination the Customer shall delete any software and any accompanying documentation and data, and erase all references to the Logos, or any other reference to the NBS National BIM Library or the Services, including such references that are displayed on the Customer’s Website. The Customer shall confirm in writing to RIBAE that all such material has been deleted.
17.9 On termination of the Contract in whole or part for any reason:
17.9.1 each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party and used in relation to those aspects of the Contract that have terminated;
17.9.2 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced and any provisions of the Contract which are expressed or implied to continue after termination shall do so; and
17.9.3 no refund of the Subscription Fee or any other agreed fees shall be made.
18.1 RIBAE reserves the right to change, update and/or otherwise amend (provided that the Customer is given reasonable notice of any such changes):
18.1.1 these Terms and Conditions;
18.1.2 the Terms and Conditions governing the use any NBS products, NBS websites and Services; and
18.1.3 the NBS BIM Object Standard.
18.2 Any variation to the Order Form is subject to agreement in writing by RIBAE.
19.1 These Terms and Conditions and any other expressly incorporated document constitute the entire agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein.
19.2 In entering into this Contract neither party has relied on any pre-contractual statement. The only remedy available to either party for breach of this Contract shall be for breach of Contract and it shall have no right of action against any other party in respect of any pre-contractual statement.
19.3 If any provision of these Terms and Conditions or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.
19.4 Clause headings are inserted into these Terms and Conditions for convenience only, and they shall not be taken into account in the interpretation of these Terms and Conditions.
19.5 Nothing in these Terms and Conditions shall create, imply or evidence any partnership or joint venture between the Customer and RIBAE or the relationship between them of principal and agent or employers and employee.
19.6 Notwithstanding that the whole or any part of any provision of these Terms and Conditions may prove to be illegal or unenforceable the remaining provisions of these Terms and Conditions and of the provision or provisions in question shall remain in full force and effect.
20. THIRD PARTY RIGHTS
20.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract and no person other than the Customer or RIBAE shall have any rights under it.
20.2 The Terms of this Contract or any of them may be varied, amended, or modified or this Contract may be suspended, cancelled or terminated by agreement in writing between the parties or this Contract may be rescinded (in each case), without the consent of any third party.
21. GOVERNING LAW AND JURISDICTION
21.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.