RIBA CPD Providers Network Terms and Conditions

 

1.1. 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.

1.2. 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.

1.3. 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.

Background Intellectual Property means all Intellectual Property Rights in the processes and/or procedures followed by, and software used by NBS, and in the techniques used by NBS in the creation and/or development of any of the Services or any other NBS services and products and those arising out of, or in any way connected to, the provision of the Services 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 NBS on the Order Form.

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 Material(s) means the Customer Literature to be assessed and approved by NBS as part of the RIBA CPD Providers Network service.  

Customer means you, the organisation purchasing the Services.

Customer Data means any data, information or materials (including CPD Materials 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.

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 NBS, for the first year of the Contract, as specified in the relevant Invoice. 

Force Majeure Event shall have the meaning set out in clause 8.

Foreground Intellectual Property means all Intellectual Property Rights (excluding Background Intellectual Property) in 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. 

Licensor(s) means any party who has granted NBS a licence to use one or more of the Logo(s) by agreement, including but not limited to, The Royal Institute of British Architects (RIBA). 

Logo(s) means the logos, branding or other marks belonging to NBS or its Licensors which NBS or its Licensors 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 NBS 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 NBS.

NBS means NBS 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.

NBS Representatives means, in relation to NBS, its employees, officers, representatives and advisers and which includes third parties or contractors who are instructed by NBS to perform the Services on NBS’s behalf (if any).

Order Form means the signed document confirming the Customer’s subscription to the Services.

Renewal Period shall have the meaning set out clause 15.1.

RIBA means the Royal Institute of British Architects.

RIBA CPD Providers Network means a service jointly delivered by NBS and the Royal Institute of British Architects (RIBA) which includes the assessment of CPD Materials and hosting of approved CPD Materials.

RIBA CPD Providers Network Quality Code means a set of conditions which apply to CPD Materials.

Second Year Subscription Fee means the Subscription Fee payable by the Customer to NBS 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 NBS 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 19.

 

2.1. The Contract shall come into existence only when a fully completed Order Form is sent to the Customer by a representative of NBS, signed by or on behalf of the Customer and either: i) counter-signed by or on behalf of NBS where the Order Form indicates a requirement for such counter-signature; or, where counter-signature is not required, ii) delivered, automatically or otherwise, to NBS within its period of validity.

2.2. 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.

2.3. These Terms and Conditions, as updated or amended by NBS 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. 

2.4. The Customer and Customer Representatives acknowledge this Contract represents a business to business transaction only. Use of products and services as detailed on the Order Form shall be for business purposes only. Consumer legal protections shall not apply to this business to business Contract.

 

3.1. The Customer shall supply to NBS the Literature, to enable NBS to perform each of the Services. Failure to provide the Literature to NBS within a reasonable time period, such time period to be agreed upon in writing between NBS and the Customer, will be a material breach of the Contract entitling NBS to suspend the Services or (at NBS’s option) terminate the Contract and retain all Subscription Fees paid in advance.

3.2. NBS 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 NBS against all and any liability arising out of the use of the Literature.

 

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. NBS 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 NBS shall notify the Customer in any such event.

4.3. By editing and releasing any Literature, Content or Customer Data pursuant to the Services, NBS 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.

 

5.1. This clause 5 shall apply specifically in relation to RIBA CPD Providers Network.

5.2. Submission of CPD Material must be made to NBS within twelve weeks of the Contract Start Date. All material that has been submitted for approval and returned to the provider by NBS 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. 

5.3. The Customer must abide by the RIBA CPD Providers Network Quality Code and the RIBA CPD Logo Terms of Use as set out in the appendices and www.thenbs.com/legal or such other website address as may be notified to the Customer from time to time. Subject to clause 5.4, failure of the Customer to abide by the RIBA CPD Providers Network Quality Code or the RIBA CPD Logo Terms of Use may result in cancellation of the Contract.

5.4. In the event that the Customer commits a breach under clause 5.3 and fails to remedy such breach (which is capable of remedy) within 14 days of receipt of written notice requiring the same to be remedied, NBS may terminate the Contract immediately by giving notice to the Customer.

5.5. The Customer is wholly responsible for ensuring that Content relating to the Customer in the RIBA CPD Providers Network and CPD Material is accurate. 

5.6. On termination of the Contract, the Customer must not refer to any Literature as being approved or certified by NBS or the RIBA CPD Providers Network.

5.7. On termination of the Contract the Customer must confirm in writing to the registered office of NBS 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. 

5.8. The availability of Content and CPD Material via the RIBA CPD Providers Network will be organised into groups and indexes determined by NBS. NBS 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 five 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.

 

6.1. The Customer shall be invoiced for the First Year Subscription Fee following signature of the Order Form.

6.2. The Customer shall be invoiced for the Second Year Subscription Fee on or about 30 days prior to the Anniversary Date which is twelve months after the Subscription Start Date.  

6.3. During a Renewal Period, the Customer will be invoiced for each year of the subscription on or about 30 days prior to the Anniversary Date.

6.4. All invoices must be paid within 30 days of issue and/or notification received from a third party lender, within 30 days of invoice issue, that a credit agreement is effective between the Customer and such third party for the financing of the total invoice amount. NBS 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 NBS to end the Services and terminate the Contract. NBS 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 NBSs reasonable costs and expenses incurred in enforcing this contract and recovering overdue monies and interest from the Customer.

6.5. NBS 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.

 

7.1. NBS 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 NBS 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.

7.2. NBS 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 NBS has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

7.3. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

7.3.1. death or personal injury caused by negligence;

7.3.2. fraud or fraudulent misrepresentation; and

7.3.3. 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).

7.4. Subject to clause 7.3, the NBS’s total liability to the Customer shall not exceed the aggregate amount of the Subscription Fee actually paid by the Customer to NBS in the immediately preceding period of twelve months. NBS’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

7.5. Subject to clause 7.3 the following types of loss are wholly excluded:

7.5.1. loss of profits;

7.5.2. loss of sales or business;

7.5.3. loss of agreements or contracts;

7.5.4. loss of anticipated savings;

7.5.5. loss of use or corruption of software, data or information;

7.5.6. loss of or damage to goodwill; and

7.5.7. indirect or consequential loss.

7.6. This clause 7 shall survive termination of the Contract.

7.7. NBS shall not be responsible for loss occasioned to any person acting or refraining from action as a result of using the Services or any NBS website. The Services, NBS websites and all NBS software products and Content are offered as is and without any warranties as to the results obtained from their use.

7.8. For the avoidance of doubt, NBS shall not be liable for any loss resulting from, or in any way arising out of or in connection with, any third party’s:

7.8.1. inappropriate use of the Content or any of the Services;

7.8.2. failure to exercise reasonable levels of due care and attention when using the Content or any of the Services; or

7.8.3. failure to exercise reasonable levels of professional skill and competence when using the Content or any of the Services.

7.9. NBS accepts no responsibility for (and Customer shall indemnify and hold NBS 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 and CPD Materials.

7.10. 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 NBSs products or services (including the NBS software). All NBS 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.

 

8.1. NBS 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 NBS, the Customer and/or any third party, (Force Majeure Event).

8.2. 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.

 

9.1. The Customer may not reproduce in any form 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.

9.2. Except with NBS’s express, prior written consent (there being no presumption that NBS 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:

9.2.1. 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;

9.2.2. 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 

9.2.3. 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

9.2.4. 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.

 

10.1. NBS agrees to provide the Services in accordance with these Terms and Conditions, the relevant Order Form and/or, the relevant invoice.

10.2. NBS warrants to the Customer that NBS will provide the Services using reasonable care and skill. 

 

11.1. The Customer shall:

11.1.1. commit to the Contract and to the Term, and shall pay to NBS the Subscription Fee as specified in the relevant invoice; 

11.1.2. co-operate with NBS 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 NBS from time to time to perform the Services;

11.1.3. obtain and maintain all necessary licences and consents to comply with all relevant legislation in relation to the Literature and the Services;

11.1.4. 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 NBS;

11.1.5. 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.

11.2. The Customer warrants to NBS and its publishers, agents and distributors that all Intellectual Property Rights in the Literature provided to NBS 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 NBS 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. 

11.3. If NBS’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):

11.3.1. NBS 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 NBS’s performance of any of its obligations;

11.3.2. NBS shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from NBS’s failure or delay to perform any of its obligations as set out in this clause 13.3; and 

11.3.3. the Customer shall reimburse NBS on written demand for any costs or losses sustained or incurred by NBS arising directly or indirectly from the Customer Default.

 

12.1. NBS shall-comply with its privacy policy available at www.thenbs.com/privacypolicy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by NBS in its sole discretion.

12.2. 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.

12.3. The Customer acknowledges and agrees that:

12.3.1. the Services are not intended for storing or otherwise processing any personal data on behalf of the Customer;

12.3.2. NBS is not appointed as a personal data processor under the Contract.

 

13.1. 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 any information that would be regarded as confidential by a reasonable business person relating to:

13.1.1. 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

13.1.2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party.

13.2. The provisions of this clause shall not apply to any Confidential Information that:

13.2.1. is hosted on any NBS website and is therefore available to the public;

13.2.2. 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);

13.2.3. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

13.2.4. 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; 

13.2.5. the parties agree in writing is not confidential or may be disclosed; or

13.2.6. is developed by or for the receiving party independently of the information disclosed by the disclosing party.

13.3. The receiving party shall keep the disclosing party’s Confidential Information confidential and shall not: 

13.3.1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract); or 

13.3.2. 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.

13.4. NBS may disclose the Customer's Confidential Information to NBS Representatives who need to know such Confidential Information for the permitted purpose, provided that:

13.4.1. it informs such NBS Representatives of the confidential nature of the Confidential Information before disclosure; 

13.4.2. it procures that NBS 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.

13.5. 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.

13.6. 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. 

 

14.1. All of the Intellectual Property Rights in the Logos, the Services and the Background Intellectual Property are, and shall remain at all times, the sole and exclusive property of NBS 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. 

14.2. The Customer shall indemnify and hold NBS harmless in full against all losses, claims, costs, expenses and any sums awarded or claimed against NBS arising out of or in connection with any claim brought against NBS 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 NBS.

14.3. The Logos may only be used by the Customer during the Term. The Customer’s failure to adhere to this clause 14.3 will be a material breach of the Contract entitling NBS to terminate the Contract and retain all Subscription Fees paid in advance. On termination of the Contract or part thereof the Customer must remove the Logos from all media relating to the Services.

 

15.1. This Contract shall, unless and until terminated in accordance with this clause 15, 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: