Terms And Conditions

RIBA Enterprises Website Terms and Conditions

1.
Clauses 3 – 13 of these RIBAE Websites Terms and Conditions are applicable to all Users of any and/or all of the RIBAE Websites.

2.
Clauses 14 - 26 of these RIBAE Websites Terms and Conditions are applicable to Authorised Users, Subscribers and/or Customers only.

3. Definitions and interpretation

3.1
Authorised users - Users who are registered with an Account on one or more of the RIBAE Websites.

BIM - Building Information Modelling

BIM Object - A digital file in a format that is fully compatible with and part of the 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, constructions and facilities management properties; and any of the relationships and constraints that describe the equivalent real-life physical component or material.

BIM Toolkit - The BIM Toolkit operated by RIBAE at toolkit.thenbs.com, the BIM Toolkit Library Data supplied with the BIM Toolkit, the BIM Toolkit API and any associated technical support articles and video content supplied by RIBAE and for use in conjunction with the BIM Toolkit.

CPD - Continuing Professional Development

Content - All human and machine readable data retained, maintained and displayed in any and/or all of the RIBAE Websites including BIM Objects but excluding Project Data.

Contract - The agreement, including these Terms and Conditions, between Users and RIBAE which governs the access to and use of the RIBAE Websites.

Contributions - Any Content or other data, information or material posted or uploaded by Authorised Users to any and/or all of the RIBAE Websites.

Customer(s) - The purchaser of goods and/or services from the RIBAE Websites.

Customer's Building Contract - A building contract between the Customer and a third party,  in accordance with which the Customer is working or intends to work on one specific and identifiable project.

Event - Includes any act, eventm non-happening, omission or accident beyond RIBAE’s reasonable control and includes in particular (without limitation) strikes, lock-outs or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation of war; acts of God, fire, flood, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; failure and/or impossibility of the use of public or private telecommunications networks; the acts, decrees, legislation, regulations or restrictions of any government; and pandemic or epidemic.

Free Service - A website service provided by RIBAE free of charge.

Guests - Browsers of the RIBAE Websites who are not Authorised Users.

Intellectual Property Rights - The patents, rights to inventions, copyright and related rights, trade-marks, trade names and domain names (if any), rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secretes) 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.

Linked Website - Any separate website whose domain name appears on a RIBAE Website.

National BIM Library - The online database of BIM Objects and related Content wholly owned, maintained and managed by RIBAE.

NBS - National Building Specification, a suite of products and services produced, maintained and distributed by RIBAE. The NBS products and services are available in many forms such as digital, magnetic media, online and paper. The NBS product range and brand are solely and wholly owned by RIBAE.

NBS Building Regulations - A subscription service provided by RIBAE at www.thenbs.com/BuildingRegs

NBS Domestic Specification - The website service available at domestic.thenbs.com

NBS Contracts Tool - The website service available at contracts.thenbs.com

Paid For Service - A one-off service purchased by a Customer from a RIBAE Website, for example the NBS Domestic Specification and the NBS Contracts Tool.

PDF - Portable Document Format

RIBA Product Selector - The website operated by RIBAE at www.ribaproductselector.com

Project Data - Any Contribution that is submitted by an Authorised User via a RIBAE Website for use in a specific, named project.

RIBA - Royal Institute of British Architects whose headquarters is at 66 Portland Place, London, W1B 1AD and Licensor of the RIBA Plan of Work (RPOW).

RIBA Building Contract - RIBA Domestic Building Contract or a RIBA Concise Building Contract.

RIBA CPD - The online provision of RIBA CPD Providers Network Content at www.ribacpd.com

RIBA CPD Content - RIBA approved CPD Content provided to RIBAE by RIBA CPD Providers Network subscribers.

RIBA CPD Providers Network - The compilation of RIBA CPD Content which is provided to  construction professionals and architects including but not limited to Network online seminars, factory tours and face to face seminars.

RIBAE - RIBA Enterprises Limited, registered under company number 978271 whose registered office is at The Old Post Office, St Nicholas Street, Newcastle upon Tyne, NE1 1RH.

RIBAE's Content Standards - The standards and requirements listed and detailed in clause 15.

RIBAE Websites - For the purposes of these Terms and Conditions (and notwithstanding the operation of other websites by RIBAE), this definition refers to any and all of the following websites supplied and/or operated by RIBAE:

RPOW - RIBA Plan of Work meaning the framework for organising the contemporary building design and construction process into a number of key stages.

Subscriber - Authorised Users who have paid the Subscription Fee and subscribed to use a Subscription Service on one or more of the RIBAE Websites.

Subscription Fee - The fee set by RIBAE for use of a Subscription Service for a period to be agreed by RIBAE.

Subscription Service - A service provided via a RIBAE Website for which an Authorised Service User agrees to pay a Subscription Fee in return for a defined period of use and access to the service, for example NBS Building Regulations.

Users - All Subscribers, Customers, Authorised Users and/or Guests of any and/or all of the RIBAE Websites.

3.2
Clause and paragraph headings shall not affect the interpretation of these Terms and Conditions.

3.3
A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

3.4
Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

3.5
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

3.6
A reference to any party includes that party’s personal representatives, successors or permitted assigns.

3.7
A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force, taking account of any amendment or re-enactment.

3.8
A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision.

3.9
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. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

3.10
Any obligation in these Terms and Conditions not to do something includes an undertaking not to allow that thing to be done.

4. Notices

4.1
Any and all notices given by Users to RIBAE in relation to the RIBAE Websites must be given to RIBAE in writing and sent by post to its registered office or by e-mail to info@ribaenterprises.com.

5. General use of the RIBAE Websites

5.1
Users are responsible for making all arrangements necessary for them to have access to any and/or all of the RIBAE Websites.

5.2
RIBAE reserves the right to change, revise, amend or update the Contract, including these Terms and Conditions, at any point in time without prior notice to Users.

5.3
Users are responsible for all Contributions utilised in relation to any and/or all of the RIBAE Websites. It is the responsibility of the User to ensure that any and/or all of the RIBAE Websites used are fit for their intended use by the User.

5.4
Product support information is provided online as part of the RIBAE Websites. RIBAE will at its absolute discretion provide a reasonable amount of assistance on request by a User, subject to the RIBAE Websites being used solely in accordance with the Contract and, where appropriate, the scope as detailed in the help files provided. Any additional product support will be at the absolute discretion of RIBAE. RIBAE reserves the right to withhold or charge additional sums for any assistance given that it does not consider to be:

5.4.1
reasonably required in accordance with the Contract; or

5.4.2
Is required in order to address operating difficulties caused either by User error or shortcomings or defects not arising from the operation of the RIBAE Websites.    

5.5
Any information imparted to Users relating to any and/or all of the RIBAE Websites or the support thereof shall be kept confidential and used solely in connection with the normal operation of any and/or all of the RIBAE Websites except as expressly provided for in the Contract.

5.6
The RIBAE Websites and the information contained within any and/or all of the RIBAE Websites are not intended either as a substitute for professional advice or judgment or to provide legal or other advice with respect to particular circumstances. No responsibility for loss incurred by any person acting or refraining from action as a result of using any and/or all of the RIBAE Websites or the information contained within the RIBAE Websites can be accepted by RIBAE.

5.7
Where any of the RIBAE Websites contain links to Linked Websites and resources provided by third parties, these links are provided for the Users’ information only and RIBAE is not responsible for the content of any external websites.

5.8
Users are responsible for ensuring that all persons who access any and/or all of the RIBAE Websites via the User’s computer, handheld device and/or internet connection are aware of the RIBAE Website Terms and Conditions and that they comply with them.

5.9
By using any and/or all of the RIBAE Websites Users undertake to ensure that any advertising and marketing undertaken by the User and/or contained within Contributions relating in any way to any and/or all of the RIBAE Websites and/or their Content shall not reduce or diminish the reputation, image and prestige of the RIBAE Websites and/or their Content, or that of RIBAE.

6. Restrictions on use of the RIBAE Websites

6.1
Users may only use the RIBAE Websites for lawful purposes. Users may not use the RIBAE Websites:

6.1.1
In any way that breaches any applicable local, national or international law or regulation;

6.1.2
In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

6.1.3
For the purpose of harming or attempting to harm anyone, including minors, in any way;

6.1.4
To send, knowingly receive, upload, download, use or re-use any material which does not comply with RIBAE’s Content Standards;

6.1.5
To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or

6.1.6
To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, logic bombs, time-bombs, keystroke loggers, spyware, adware, any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware or any other computing programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

6.2
Users may not reproduce, duplicate, copy or re-sell any part of any and/or all of the RIBAE Websites in contravention of the provisions of the Contract.

6.3
Users may not commercially exploit any and/or all of the RIBAE Websites either in full or in part save as expressly permitted by RIBAE.

6.4
Users may not use the RIBAE Websites for the purpose of developing and/or maintaining for themselves or for others, an alternative service provision which:

6.4.1
directly or indirectly competes with RIBA, RIBAE or any and/or all of the RIBAE Websites; and/or

6.4.2
in some way serves the same or a similar purposes as any and/or all of the RIBAE Websites.

6.5
Users may not access without authority, interfere with, damage or disrupt:

6.5.1
any part of any and/or all of the RIBAE Websites;

6.5.2
any equipment or network on which any and/or all of the RIBAE Websites are stored;

6.5.3
any software used in the provision of any and/or all of RIBAE Websites; or

6.5.4
any equipment or network or software owner or used by any third party.

6.6
Users must not attack the RIBAE Websites via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, a User would commit a criminal offence under the Computer Misuse Act 1990 as amended by Part 5 of the Police and Justice Act 2006. RIBAE will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing the User’s identity to them. In the event of such a breach, the User’s right to use the RIBAE Websites will cease immediately.

7. Intellectual Property Rights

7.1
Subject to clause 7.2 below, all of the Intellectual Property Rights in the RIBAE Websites and their Content are and shall remain at all time, solely and exclusively, the property of RIBAE, RIBA or their authorised licensors and Users shall acquire no rights in any such material except as expressly provided in the Contract.

7.2

Any Intellectual Property Rights subsisting in Project Data or User Data used in relation to any and/or all of the RIBAE Websites shall remain the property of their respective owners.

7.3
Users may not:

7.3.1
use, copy, decompile, disassemble, adapt, merge, translate, reverse engineer or in any other way modify the RIBAE Websites or any aspect of the Content; or

7.3.2
make available the RIBAE Websites in any form either in whole or part to any third party except as expressly provided herein or as expressly agreed with RIBAE in advance in writing, there being no presumption that RIBAE should in any way be required to agree.

7.4
Users may not use, sell, assign, rent, sub-license, loan, mortgage, charge or otherwise deal in any way in the RIBAE Websites or any interest in them except as expressly provided herein or as expressly agreed with RIBAE in advance in writing, there being no presumption that RIBAE should in any way be required to agree.

7.5
Users may not copy or otherwise incorporate any part of any and/or all of the RIBAE Websites and/or Content into any other website or service, hard copy or electronic publication or electronic retrieval system except as expressly provided by RIBAE.

8. Warranties

8.1
By accepting these terms and conditions, all Users warrant that if acting for a company, they are legally capable of entering into a binding contract on its behalf.

8.2
All Users warrant that they have not relied on any representation or warranty (whether made innocently or negligently) that is not set out in the RIBAE Website Terms and Conditions or the documents referred to in them.

8.3
All Users warrant that their use of any and/or all of the RIBAE Websites or their Content will be in accordance with clauses 5 and 6 above and:

8.3.1
will not infringe the Intellectual Property Rights of any third party;

8.3.2
will not be defamatory, libellous, obscene or otherwise unlawful; and

8.3.3
will not violate any applicable law, statute or subordinate legislation.

8.4
All Authorised Users warrant that any Contributions made by them to any of the RIBAE Websites comply with the Content Standards and they will be liable to RIBAE and indemnify RIBAE for any breach of that warranty.

8.5
All Authorised Users warrant that they own all of the Intellectual Property Rights in any and/or all Contributions they make to any of the RIBAE Websites.

8.6
RIBAE warrants that the RIBAE Websites will perform substantially in accordance with these terms and conditions provided that they are properly used and with the operating system for which they are designed and that the documentation correctly describes the operation of the software in all material respects.

8.7
The warranty set out in clause 8.6 is RIBAE’s sole warranty and is in place of all warranties, conditions or other terms expressed or implied by statute or otherwise all of which are hereby excluded to the fullest extent permitted by law.

8.8
RIBAE does not warrant that any and/or all of the RIBAE Websites will meet the Users’ requirements or that the operation of the RIBAE Websites and their Content will always be available and uninterrupted or error free or that all errors in the RIBAE Websites can be corrected.

8.9
Whilst RIBAE has taken every effort to ensure the accuracy and quality of information and guidance within the RIBAE Websites, RIBAE makes no representations, warranties or guarantees, whether express or implied, that the content of the RIBAE Websites is accurate, complete or up-to-date. RIBAE accepts no responsibility for the subsequent use of this information, for any errors or omissions that they may contain, or for any misunderstandings arising from them.

9. Limitation of Liability

9.1
RIBAE shall be under no liability to Users in respect of their use of the RIBAE Websites in relation to any circumstances beyond RIBAE’s reasonable control including (but not limited to) Force Majeure Events, inability to supply access to the RIBAE Website and/or any or all of the Content, software materials or support, breakdown of equipment and labour disputes whether involving RIBAE, Users and/or any third party.

9.2
All Users use the RIBAE Websites at their own risk and in no event will RIBAE be liable to any Users for any loss or damage of any kind (except personal injury or death resulting from RIBAE negligence) including lost profits, lost revenue, down time, loss of anticipated savings, loss of business opportunity, goodwill or reputation or other consequential loss arising from the use of or inability to use any and/or all of the RIBAE Websites or from errors or deficiencies in any and/or all of the RIBAE Websites whether caused by negligence or otherwise except as expressly provided in these terms and conditions.

9.3
RIBAE takes no responsibility and shall have no liability for the content of Linked Websites. Such links should not be interpreted as endorsement by RIBAE of those linked websites. RIBAE will not be liable for any loss or damage that may arise from any Users’ use of or reliance on any and/or all of the Content of the RIBAE Websites.

9.4
RIBAE takes no responsibility and shall have no liability for any Contributions posted, stored or uploaded by any Authorised User of the RIBAE Websites (or by any other third party), or for any loss or damage thereto, nor is RIBAE liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity or profanity that Users of the RIBAE Websites may encounter. Although RIBAE has no obligation to screen, edit or monitor any Contribution posted to or distributed through any and/or all of the RIBAE Websites, it reserves the right, and has absolute discretion, to remove, screen or edit without notice any Contributions posted or stored on the RIBAE Websites at any time and for any reason.

9.5
RIBAE does not guarantee that the RIBAE Websites will be secure or free from bugs or viruses. Users are responsible for configuring their information technology, computer programmes and platform in order to access any and/or all of the RIBAE Websites. Users should use their own virus protection software.

9.6
RIBAE will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect any Users’ computer equipment, computer programs, data or other proprietary material due to their use of the RIBAE Websites or to their downloading of any Content, or any website linked to them.

9.7
RIBAE’s entire liability in respect of any single event of default shall be limited to damages of an amount equal to £1,000,000 in respect of damage to the tangible property of any User resulting from the negligence of RIBAE or its employees, agents or sub-contractors.

9.8
Subject in all respects to clauses 9.7, 9.10 and 9.11 RIBAE’s entire liability in the case of any other event of default shall be limited as follows:

9.8.1
with regard to use of Subscription Services, to the aggregate of the Subscription Fee paid in the immediately preceding period of 12 months;

9.8.2
with regard to the use of Paid For Services to the fee paid for the use of those Paid For Services;

9.8.3
no sums whatsoever will be payable in relation to the use of a Free Service or any other service for which no fee is paid (being neither a Subscription Service nor a Paid For Service).

9.9
Subject to clauses 9.7 and 9.11 RIBAE shall not in any circumstances howsoever arising be liable in respect of any event of default for loss of profits, goodwill or any type of special indirect or consequential loss including loss or damage suffered by any Users as a result of any action brought by a third party even if such loss was reasonably foreseeable or that RIBAE had been advised of the possibility of the Users incurring the same.

9.10
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 User’s or third party’s:

9.10.1
inappropriate use of and/or all of the RIBAE Websites and/or their Content;

9.10.2
failure to exercise reasonable levels of due care and attention when using any and/or all of the RIBAE Websites and/or their Content; or

9.10.3
failure to exercise reasonable levels of professional skill and competence when using any and/or all of the RIBAE Websites and/or their Content.

9.11
Nothing in these terms and conditions excludes or limits RIBAE’s liability for:

9.11.1
death or personal injury caused by RIBAE’s negligence;

9.11.2
fraud or fraudulent misrepresentation;

9.11.3
any other matter for which it would be illegal for RIBAE to exclude or attempt to exclude its liability.

10. Written Communications

10.1
When using any and/or all of the RIBAE Websites, Users accept that communication with RIBAE will be mainly electronic. RIBAE will contact Users by e-mail and/or provide Users with information by posting notices on the RIBAE Websites.

10.2
For contractual purposes, Users agree to this electronic means of communication and acknowledge that all contracts, notices, information and other communications that RIBAE provides to them electronically comply with any legal requirement that such communications be in writing. This condition does not affect the statutory rights of Users.

11. Waiver

11.1
If RIBAE fails to insist upon strict performance of any of the Users’ obligations under the RIBAE Websites Terms and Conditions or if RIBAE fails to exercise any of the rights or remedies to which they are entitled under the RIBAE Websites Terms and Conditions, this will not constitute a waiver of such rights or remedies and will not relieve the User from compliance with such obligations.

11.2
A waiver by RIBAE of any default will not constitute a waiver of any subsequent default.

11.3
No waiver by RIBAE of any of the RIBAE Website Terms and Conditions will be effective unless it is expressly stated to be a waiver and is communicated to the User in writing in accordance with clause 10 above.

12. Privacy of User data

12.1
RIBAE stores and processes data strictly in accordance with the Data Protection Act 1998.

12.2
RIBAE may use the Project Data and Contributions in accordance with the Privacy Policy.

12.3
The Privacy Policy can be viewed at www.theNBS.com/privacy-policy. The Privacy Policy sets out the terms on which RIBAE will process any personal data it collects from Users, or that Users provide to them. By using the RIBAE Websites all Users consent to such processing and warrant that all data provided by them is accurate.

13. General

13.1
By browsing or otherwise accessing or using any and/or all of the RIBAE Websites the User agrees to be bound by these Terms and Conditions. If the User does not agree to the Terms and Conditions, they must not use any of the RIBAE Websites.

13.2
The RIBAE Websites and the materials and information provided within the RIBAE Websites are supplied, maintained and updated by RIBAE. Content and features may be added to or removed from any and/or all of the RIBAE Websites at any time by RIBAE without notice.

13.3
Failure to comply with these Terms and Conditions constitutes a breach and may result in RIBAE taking all or any of the following actions:

13.3.1
Immediate, temporary or permanent withdrawal of the User’s right to use any and/or all of the RIBAE Websites;

13.3.2
Legal proceedings against the User for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

13.3.3
Further legal action against the User; or

13.3.4
Disclosure of such information to law enforcement authorities as RIBAE reasonably feel is necessary.

13.4
The responses described above in clause 13.3 are not limited, any RIBAE may take any other actions it reasonably deems appropriate.

13.5
RIBAE Websites use cookies, the key purpose of which is to monitor the numbers of new and repeat visitors to the sites. RIBAE’s Cookie Policy applies and is incorporated into the Contract. The Cookie Policy can be accessed at https://www.theNBS.com/cookies.

13.6
Nothing in the Contract will affect the statutory rights of a consumer in genuine ‘consumer transactions’ under any applicable statute.

13.7
Nothing in the Contract shall be deemed to constitute a partnership between the User and RIBAE nor, except as expressly set out in these Terms and Conditions, constitute either party the agent of the other party for any purpose, except as expressly provided in these Terms and Conditions.

13.8
If any part of the Contract is held by a court of competent jurisdiction to be invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

13.9
The Contract and these Terms and Conditions are governed in all respects by the Laws of England and Wales and will be subject to the exclusive jurisdiction of the courts of England and Wales.

14. Uploading Contributions to the RIBAE Websites

14.1
Whenever Authorised Users make use of a feature that allows them to make a Contribution to any of the RIBAE Websites, they must comply with RIBAE’s Content Standards set out below. RIBAE’s Content Standards apply to each part of any Contribution as well as to its whole.

14.2
Any Contribution made by an Authorised User will be considered non-confidential and non-proprietary. The Authorised User retains all of their ownership rights in their Contributions, but they are required to grant RIBAE and other Authorised Users of the RIBAE Websites a limited licence to use, store and copy that Contribution and to distribute and make it available to third parties.

14.3
RIBAE has the right to disclose the identity of any Authorised User to any third party who is claiming that any Contribution posted or uploaded by them to any and/or all of the RIBAE Websites constitutes a violation of their Intellectual Property Rights, or their right to privacy.

14.4
RIBAE will not be responsible, or liable to any third party, for the content or accuracy of any Contribution posted by an Authorised User.

14.5
RIBAE has the right to remove any Contribution from any and/or all of the RIBAE Websites if, in its opinion, any Contribution does not comply with RIBAE’s Content Standards.

14.6
Failure to comply with the RIBAE Website Terms and Conditions constitutes a breach and may result in RIBAE immediately, temporarily or permanently withdrawing the Contributions and/or the User’s right to use any and/or all of the RIBAE Websites. A user may be given a reasonable opportunity to redress the breach if this is deemed appropriate by RIBAE.

15. RIBAE’s Content Standards

15.1 Contributions must:

15.1.1
Be accurate (where they state the facts);

15.1.2
Be genuinely held (where they state opinions); and

15.1.3
Comply with applicable law in the UK and in any country from which they are posted.

15.2
Contributions must not:

15.2.1
Contain any material which is defamatory of any person;

15.2.2
Contain any material which is obscene, offensive, harmful, hateful or inflammatory;

15.2.3
Promote sexually explicit material;

15.2.4
Promote violence;

15.2.5
Promote discrimination based on race, age, sex, religion, nationality, disability or sexual orientation;

15.2.6
Infringe any copyright (including Intellectual Property Rights), database right or trademarks or any other person;

15.2.7
Be likely to deceive any other person;

15.2.8
Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

15.2.9
Promote any illegal activity;

15.2.10
Be threatening, abusive or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

15.2.11
Be likely to harass, upset, embarrass, alarm or annoy any other person;

15.2.12
Be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

15.2.13
Give the impression that they emanate from or are somehow related to RIBAE, if this is not the case; or

15.2.14
Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

15.3
All Contributions are the views of the respective Authorised User and do not in any way reflect or represent RIBAE’s views or values.

16. Account and password

16.1
If a User chooses, acquires, or is provided with a user identification code, password or any other piece of information as part of RIBAE’s security procedures (including in relation to Subscription Services and Paid For Services), they must treat such information as confidential and must not disclose it to any third party.

16.2
RIBAE has the right to disable any user identification code or password, whether chosen by a Subscriber and/or Authorised User or allocated by RIBAE, at any time, if in RIBAE’s reasonable opinion they have failed to comply with any of the provisions of these Terms and Conditions.

16.3
If a Subscriber and/or Customer and/or an Authorised User knows or suspects that anyone other than themselves knows their user identification code or password, they must promptly notify RIBAE by email to info@ribaenterprises.com.

17.
Clauses 19 onwards are applicable solely to the specific websites as identified.

18.  Terms and Conditions applicable solely to the use of the NBS Building Regulations (via the website at www.thenbs.com/BuildingRegs)

19.1
By subscribing to use the NBS Building Regulations a Subscriber agrees to be bound by the RIBAE Websites Terms and Conditions and the following terms and conditions contained in clause 19 of this document which together shall govern a Subscriber’s use of the NBS Building Regulations.

19.2
Provided that the Subscription Fee is paid on the due date a Subscriber is granted a non-exclusive licence to use the NBS Building Regulations in accordance with the RIBAE Website Terms and Conditions and the terms and conditions contained in this clause 19.

19.3
Use of the NBS Building Regulations will start on receipt by RIBAE of the correct Subscription Fee and will continued without interruption until cancelled in writing at the time of annual renewal by either party. In the event of a Subscriber breaching these terms and conditions their licence will be terminated immediately and automatically and upon termination of their licence a Subscriber shall destroy the software, its accompanying documentation and shall erase all copies of the software under their control and stored on any medium. RIBAE shall not be liable to a Subscriber or any third party for the termination of access to the NBS Building Regulations.

19.4
Crown copyright material reproduced within the NBS Building Regulations is under license from the Department for Communities and Local Government (DCLG) formerly known as Office of the Deputy Prime Minister (ODPM).

19.5
A Subscriber is permitted to print out extracts from the Crown copyright items for their own internal use only. An extract shall not exceed 20% of the contents of any single item. Subsequent copying of the print outs made by a Subscriber is not permitted in print or in any other form without the written permission of the controller of HMSO.

20. Terms and Conditions applicable solely to the use of the NBS Domestic Specification (via the website at domestic.thenbs.com)

20.1
By paying for the NBS Domestic Specification a Customer agrees to be bound by the RIBAE Websites Terms and Conditions together with the following terms and conditions contained in clause 20 of this document which together shall govern the Customer’s use of the NBS Domestic Specification.

20.2
The NBS Domestic Specification is a Paid For Service.

20.3
Payment must be made in advance of using the NBS Domestic Specification by using the online payment method contained within the NBS Domestic Specification.

20.4
RIBAE will make no refunds of payments made for use of the NBS Domestic Specification. However, user rights to remedies (including a refund) for breaches of statutory obligations by RIBAE in the supply of the NBS Domestic product, remain.

20.5
Entering project details and purchasing a single use of the NBS Domestic Specification allows the Customer to create, edit and publish a PDF specification for a single Customer Building Contract. Any NBS Domestic Specification purchased cannot be amended and/or reused by the Customer in relation to a second job, project or Customer Building Contract. The Customer must purchase the NBS Domestic Specification for each individual Customer Building Contract.

20.6
Once the Customer has confirmed the project details they will be included in the header and footer of the PDF. They will not be able to make any amendments to these project details. The Customer will, however, be able to make changes to all the other details of the specification once payment has been made. RIBAE accepts no responsibility for any errors or omissions made by the Customer when entering the project details into the NBS Domestic Specification.

20.7
The Customer will be able to publish draft specifications from within the NBS Domestic Specification for a period of one year from the date of creation.

20.8
The Customer will be able to publish the final specification from within the NBS Domestic Specification for a period of one year from the date of its first publishing.

21 Terms and Conditions applicable solely to the use of the NBS Contracts Tool (via the website at contracts.thenbs.com)

21.1
By paying for the NBS Contracts Tool the Customer agrees to be bound by the RIBAE Websites Terms and Conditions together with the following terms and conditions contained in clause 21 of this document which together shall govern the Customer’s use of the NBS Contracts Tool.

21.2
The NBS Contracts Tool is a Paid For Service.

21.3
Payment must be made in advance of using the NBS Contracts Tool by using the online payment method contained within the NBS Contracts Tool.

21.4
RIBAE will make no refunds of payments made for use of the NBS Contracts Tool.However, user rights to remedies (including a refund) for breaches of statutory obligations by RIBAE in the supply of the NBS Contracts Tool, remain.

21.5
Entering project details and purchasing a single use of the NBS Contracts Tool allows the Customer to create, edit and publish a PDF RIBA Building Contract. The Customer must purchase the NBS Contracts Tool for each new RIBA Building Contract.

21.6
Once the Customer has confirmed the project details they will be included in the header and footer of the PDF RIBA Building Contract. They will not be able to make any amendments to these project details. They will, however, be able to make changes to all the other details of the contract once payment has been made. RIBAE accepts no responsibility for any errors or omissions made by the Customer when entering the project details into the NBS Contracts Tool.

21.7
The Customer will be able to publish draft contracts from within the NBS Contracts Tool for a period of one year from the date of creation.

21.8
The Customer will be able to publish the final RIBA Building Contract from within the NBS Contracts Tool for a period of one year from the date of its first publishing.

22. Terms and Conditions applicable solely to the use of RIBA CPD (via the website at www.ribacpd.com)

22.1
Authorised Users have unlimited access to view the content of seminars as frequently as required from RIBA CPD.

22.2
Users who are not Authorised Users may access and view the Content of RBA CPD but will not receive any certification or confirmation that they have completed the RIBA-approved CPD.

22.3
By accessing and/or using RIBA CPD the User agrees to be bound by the RIBAE Websites Terms and Conditions and the following terms and conditions contained in clause 22 of this document which together shall govern a User’s use of RIBA CPD.

22.4
RIBA CPD is a Free Service for Users.

22.5
RIBAE reserves the right to charge a fee for use of RIBA CPD from time to time at its sole discretion.

22.6
All approved RIBA CPD Content remains the property of the provider who has subscribed to RIBA CPD Providers Network and may not be copied, performed in public, broadcast or adapted without prior written permission.

22.7
RIBAE will pass on an Authorised User’s contact information to the companies whose content (presentations, seminars, etc.) they choose to watch, just as if they had attended a face to face seminar or CPR event. RIBAE recommends to these companies that such information should only be used in a contextual manner to help build relationships. By accessing and using RIBA CPD, an Authorised User agrees to these conditions.

23. Terms and Conditions applicable solely to the use of the National BIM Library (via the website at www.nationalbimlibrary.com)


23.1
Together BIM Objects and the Content constitute an online National Library of BIM Objects and represent a key information resource for the construction industry referenced to the latest NBS uniclass work section table classification system.

23.2
Only Authorised Users can use the National BIM Library.

23.3
By accessing and/or using the National BIM Library an Authorised User agrees to be bound by the RIBAE Websites Terms and Conditions and the following terms and conditions contained in clause 23 of this document which together shall govern an Authorised User’s use of the National BIM Library.

23.4
Access to and use of the National BIM Library is free of charge to Authorised Users.

23.5
By accepting the RIBAE Websites Terms and Conditions, RIBAE grants the Authorised User a non-transferable, non-exclusive licence to use the National BIM Library and BIM Objects.

23.6
An Authorised User shall not grant sub-licences, in whole or in part, of any of the rights granted under the RIBAE Websites Terms and Conditions, without RIBAE’s prior written consent. Whether to grant consent or not shall be a matter for RIBAE’s absolute discretion in all circumstances.

23.7
Subject to compliance in full with these Terms and Conditions, an Authorised User may reproduce part or parts (but not a material proportion) of the National BIM Library either alone or in conjunction with their own material;

23.7.1
for the purposes of their own personal use where that personal use is not for any commercial or profit making purpose; or

23.7.2
for use by educational institutions and their students for educational purposes only; or

23.7.3
for inclusion in any drawings or contract documents used or intended to be used in connection with a Customer Building Contract where the Authorised User is or may become a contracting party, or in connection with which the Authorised User is engaged or may be engaged in the future by one of the contracting parties in a professional capacity;

but not otherwise.

23.8. Intellectual Property Rights

23.8.1
Without prejudice to the generality of clause 7 RIBAE and NBS, the RIBAE and NBS logos, and all other RIBAE, NBL and NBS trademarks, product names, and trade names of RIBAE, NBL and NBS appearing in the National BIM Library and/or its Content are owned by RIBAE.

23.8.2
All other trademarks, product names, and logos appearing in the National BIM Library and/or its Content are the property of their respective owners.

24. Terms and Conditions applicable solely to the use of the RPOW (via the website at www.ribaplanofwork.com)

24.1
Only Authorised Users can access and use the RPOW.

24.2
By accessing and/or using the RPOW an Authorised User agrees to be bound by the RIBAE Websites Terms and Conditions and the following terms and conditions contained in clause 24 of this document which together shall govern an Authorised User’s use of the RPOW.

24.3
Access to and use of the RPOW is free of charge to Authorised Users.

24.4
By accepting the RIBAE Websites Terms and Conditions, RIBAE grants the Authorised User a non-transferable, non-exclusive licence to use the RPOW.

24.5
An Authorised User shall not grant sub-licences, in whole or in part, of any of the rights granted under the RIBAE Websites Terms and Conditions, without RIBAE’s prior written consent. Whether to grant consent or not shall be a matter for RIBAE’s absolute discretion in all circumstances.

24.6
Subject to compliance in full with the RIBAE Websites Terms and Conditions, an Authorised User may reproduce part or parts (but not a material proportion) of the RPOW either alone or in conjunction with their own material;

24.6.1
for the purposes of their own personal use where that personal use is not for any commercial or profit making purpose; or

24.6.2
for use by educational institutions and their students for educational purposes only; or

24.6.3
for inclusion in any drawings or contract documents used or intended to be used in connection with a Customer Building Contract where the Authorised User is or may become a contracting party, or in connection with which the Authorised User is engaged or may be engaged in the future by one of the contracting parties in a professional capacity;

but not otherwise.

24.7 Intellectual Property Rights

24.7.1
Without prejudice to the generality of clause 7.1 RIBAE and RIBA, the RIBAE and RIBA logos, and all other RIBAE and RIBA trademarks, product names, and trade names of RIBAE and RIBA appearing in the RPOW and/or its Content are owned by RIBAE and RIBA.

25. Terms and Conditions applicable solely to use of the Product Selector (via the website at www.ribaproductselector.com)

25.1
By accessing and/or using the Product Selector Users agree to be bound by the RIBAE Websites Terms and Conditions and the following terms and conditions contained within clause 25 of this document which together shall govern a User’s use of the Product Selector.

25.2
Access to the Product Selector is free of charge and permitted on a temporary basis. RIBAE may suspend, withdraw, discontinue or change all or any part of Product Selector without notice.

25.3
Only Authorised Users may print off and may download extracts of any page(s) from Product Selector and may do so for their personal use and may draw the attention of others within their organisation to content posted on Product Selector. RIBAE’s status (and that of any identified contributors) as the authors of the content on Product Selector must always be acknowledged.

25.4
If an Authorised User prints off, copies or downloads any part of Product Selector in breach of these terms and conditions, their right to use Product Selector will cease immediately and they must, at RIBAE’s option, return or destroy any copies of the materials they have made.

26. Terms and Conditions applicable solely to the use of the BIM Toolkit (via the website at toolkit.thenbs.com)

26.1
By accessing and/or using the BIM Toolkit a User agrees to enter an End User Licence Agreement (Licence) with RIBAE in accordance with the terms and conditions and contained in clause 26.5 below.

26.2
Access to the BIM Toolkit is free of charge and permitted on a temporary basis. RIBAE may suspend, withdraw, discontinue or change all or any part of the BIM Toolkit without notice.

26.3
Authorised Users of the BIM Toolkit may print off one copy, and may download extracts, of any page(s) from Toolkit for their personal use and may draw the attention of others within their organisation to content posted on the BIM Toolkit. Authorised Users must not modify the paper or digital copies of any materials they have printed off or downloaded in any way, and must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. RIBAE’s status (and that of any identified contributors) as the authors of the content on the BIM Toolkit must always be acknowledged. If an Authorised User prints off, copies or downloads any part of BIM Toolkit in breach of these terms and conditions, their right to use the BIM Toolkit will cease immediately and they must, at RIBAE’s option, return or destroy any copies of the materials they have made.

26.4
Any samples, drawings, descriptive matter or advertising on the BIM Toolkit are issued and published for the sole purpose of giving an approximate idea of the services described in them and should not therefore be taken as a representation or warranty as to the content of such services.

26.5 End User Licence Agreement

This end user licence agreement (Licence) is a legal agreement between the Authorised User (Licensee) and RIBAE. This Licence shall govern the Licensee’s use of the BIM Toolkit, the library data supplied with the toolkit, the BIM Toolkit API and the associated media, technical support articles and video content (BIM Toolkit) supplied by RIBAE for use in conjunction with the BIM Toolkit.

RIBAE grants the Licensee the right to access and use the BIM Toolkit on the basis of this Licence. RIBAE does not sell the BIM Toolkit to the Licensee. RIBAE remains the owner of the BIM Toolkit at all times.

BY ACCESSING AND USING THE BIM TOOLKIT THE LICENSEE AGREES TO THE TERMS OF THIS LICENCE WHICH WILL BIND THE LICENSEE. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSES 26.5.5 AND 26.5.6

IF THE LICENSEE DOES NOT AGREE TO THE TERMS OF THIS LICENCE, THEY MAY NOT ACCESS AND USE THE BIM TOOLKIT AND THEY MUST DISCONTINUE USE OF THE BIM TOOLKIT IMMEDIATELY.

26.5.1 Grant and scope of licence

26.5.1.1
The following definitions shall apply to the End User Licence Agreement and, where the context requires, the remainder of this Licence:

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

API Site: means the website located at the domain name 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 RIBAE for use in conjunction with the Building Information Modelling toolkit.

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

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 which the Licensee, from time to time, creates and/or develops to utilise the BIM Toolkit API.

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

Project: means any project which the Licensee, from time to time, creates and/or develops using the BIM Toolkit.

Project Data: means any data, information or content which the Licensee, from time to time, adds and/or uploads 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 toolkit.thenbs.com.

User Data: means any data, information or content which the Licensee, from time to time, adds and/or uploads to the BIM Toolkit and which is not Project Data.

26.5.1.2
In consideration of the Licensee agreeing to abide by the terms of this Licence, RIBAE hereby grants to the Licensee a non-exclusive, non-transferable licence to use the BIM Toolkit on the terms of this Licence.

26.5.1.3
Subject at all times to the terms and restrictions set out in this Licence the Licensee may:

(a) use the BIM Toolkit for the Licensee’s personal purposes (if the Licensee is a consumer) or the Licensee’s internal business purposes (if the Licensee is 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 RIBAE from time to time.

26.5.1.4
The BIM Toolkit is provided to the Licensee free of charge. Therefore, it is provided by RIBAE 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 the Licensee is a consumer their rights as a consumer are not affected.

26.5.1.5
RIBAE will provide online technical support in relation to the BIM Toolkit at its discretion. RIBAE reserves the right, in its sole discretion, to charge the Licensee for the provision of any such technical support.

26.5.1.6
The Licensee warrants that all BIM Toolkit Data complies with the Content Standards set out at clause 15 above and the Licensee acknowledges and accepts that they will be liable to RIBAE, and that they will indemnify RIBAE, for any breach of this warranty. If the Licensee is a consumer user, this means the Licensee will be responsible for any loss or damage RIBAE suffers as a result of the Licensee’s breach of warranty.

26.5.1.7
The Licensee retains all of their ownership rights in their BIM Toolkit Data, but the Licensee is required to grant RIBAE a license to use, review, view, analyse and/or copy the Licensee’s 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;

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

iii. any other purpose which, in RIBAE’s reasonable opinion, allows it to make reasonable use of The Licencee’s Project Data.

26.5.1.8
RIBAE reserves the right, in its sole discretion, to disclose the Licensee’s identity to any third party who claims that any of the Licensee’s 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 RIBAE’s Privacy Policy, the Licensee consents that RIBAE may disclose the personal data (including any sensitive personal data) that it has collected from the Licensee to such third party.

26.5.1.9
RIBAE accepts 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 third parties.

26.5.1.10
RIBAE has the right to remove any BIM Toolkit Data or any Customer Developed Software from the BIM Toolkit if, in its opinion, it does not comply with the Content Standards set out at clause 15 above.

26.5.1.11
RIBAE does not guarantee that either the BIM Toolkit, or any BIM Toolkit Data, will always be available or be uninterrupted. RIBAE will not be liable to you if for any reason either the BIM Toolkit, or any BIM Toolkit Data is unavailable for any period.

26.5.1.12
The Licensee is responsible for making all arrangements necessary for the Licensee to have access to the BIM Toolkit.

26.5.2 Restrictions

26.5.2.1
Except as expressly set out in this Licence or as permitted by any local law, the Licensee undertakes:

(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;

(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 RIBAE’s 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 for the purpose of developing and/or maintaining for themselves or for others, an alternative service provision which either directly or indirectly competes with the BIM Toolkit or in some other way serves the same or a similar purpose as the BIM Toolkit;

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.

26.5.2.2

Where RIBAE has provided the Licensee with an API Access Code, RIBAE grants the Licensee a worldwide, non-exclusive, non-transferable, terminable, and non-sub licensable licence to use and integrate the BIM Toolkit API into their Customer Developed Software for the sole purpose of providing the BIM Toolkit Library Data to the Licensee and their third party users (“Permitted Purpose”).

26.5.2.3
When using the BIM Toolkit API, the Licensee agrees that in addition to the other restrictions in this Licence, the Licensee 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 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) without an API Access Code, sell, resell, redistribute, sublicense, or transfer any application (including any Customer Developed Software) that uses the BIM Toolkit API or that incorporates or displays BIM Toolkit content;

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

(e) circumvent or modify or seek to circumvent or modify any API Access Code(s) or RIBAE’s security mechanisms;

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

(g) use any robot, spider, scarping, site search/retrieval application or other device to retrieve, index, access or use any portion of the BIM Toolkit or the BIM Toolkit API to obtain any information beyond that which RIBAE provides to the Licensee under this Licence;

(h) 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;

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

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

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

(l) 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 its ISPs or other suppliers; or

(m) provide any data or information to RIBAE unless the Licensee represents and warrants that it is accurate and they have all rights necessary to provide such data or information to RIBAE for its use.

26.5.2.4
If the Licensee develops Customer Developed Software and makes it available to their users the Licensee must:

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

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

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

ii. agree not to use the Customer Developed Software where such use directly or indirectly competes with any RIBAE product or service is any way; and

iii. agree not to make the Customer Developed Software or any BIM Toolkit Library Data or any part thereof available to any other party whatsoever.

26.5.3. API Access Codes

26.5.3.1
RIBAE will grant the Licensee an API Access Code once the Licensee has 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.

26.5.3.2 RIBAE has the right to remove all API Access Code(s) from the Licensee, if in its opinion at any point:

(a) the Licensee fails to comply with any of the terms contained in this Licence or these terms and conditions;

(b) the Licensee’s use of the BIM Toolkit API and/or their Customer Developed Software does not comply with the Content Standards as set out at clause 15; or

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

26.5.4. Intellectual Property Rights

26.5.4.1
The Licensee acknowledges and accepts that RIBAE is the owner or licensee of all Intellectual Property Rights in the BIM Toolkit and that rights in the BIM Toolkit are licensed (not sold) to the Licensee. The Licensee acknowledges and accepts that (subject to the provisions of clause 26.5.1.7) the Licensee has no rights in, or to, the BIM Toolkit other than the right to use it in accordance with the terms of this Licence and these terms and conditions.

26.5.4.2
The Licensee acknowledges that they have no right to have access to the BIM Toolkit in source code form.

26.5.5. Limitation of Liability if the Licensee is a business user

26.5.5.1
The Licensee accepts responsibility for the selection of the BIM Toolkit to achieve their intended results. The Licensee acknowledges that the BIM Toolkit has not been developed to meet the Licensee’s individual requirements, and that it is therefore the Licensee’s responsibility to ensure that the facilities and functions of the BIM Toolkit meet their requirements.

26.5.5.2
If the Licensee is a business customer, RIBAE only authorises the Licensee to use the BIM Toolkit for internal use by their business, and the Licensee agrees not to use the BIM Toolkit for any re-sale purposes.

26.5.5.3
RIBAE shall not in any circumstances whatever be liable to the Licensee, 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;

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

(f) any indirect or consequential loss or damage.

26.5.5.4
Other than the losses set out in clause 26.5.5.3 (for which RIBAE is not liable) and subject to the provisions of clause 26.5.5.5, RIBAE shall not be liable to the Licensee in connection with this Licence whether in contract, tort (including negligence) or otherwise.

26.5.5.5
Nothing in this Licence shall limit or exclude RIBAE’s liability for:

(a) death or personal injury resulting from RIBAE’s negligence;

(b) fraud or fraudulent misrepresentation; or

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

26.5.5.6
This Licence sets out the full extent of RIBAE’s 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 RIBAE. 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.

26.5.6. Limitation of liability if the Licensee is a consumer

26.5.6.1
The Licensee accepts responsibility for the selection of the BIM Toolkit to achieve the Licensee’s intended results. The Licensee acknowledges that the BIM Toolkit has not been developed to meet their individual requirements, and that it is therefore the Licensee’s responsibility to ensure that the facilities and functions of the BIM Toolkit meet their requirements.

26.5.6.2
If the Licensee is a consumer, RIBAE only supplies the BIM Toolkit for domestic and private use, and the Licensee agrees not to use the BIM Toolkit for any commercial, business or re-sale purposes and RIBAE has no liability to the Licensee for any loss of profit, loss of business, business interruption, or loss of business opportunity.

26.5.6.3
Subject to the provisions of clause 26.5.6.4, RIBAE shall not be liable to the Licensee in connection with this Licence, whether in contract, tort (including negligence) or otherwise.

26.5.6.4
Nothing in this Licence shall limit or exclude RIBAE’s liability for:

(a) death or personal injury resulting from RIBAE’s negligence;

(b) fraud or fraudulent misrepresentation; or

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

26.5.7. Termination

26.5.7.1
RIBAE may terminate this Licence immediately by written notice to the Licensee if the Licensee commits a material or persistent breach of this Licence which the Licensee fails to remedy (if remediable) within 14 days after the service of written notice requiring the Licensee to do so.

26.5.7.2
Upon termination for any reason:

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

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

26.5.8
Communications between RIBAE and the Licensee

26.5.8.1
If the Licensee is a consumer, if the Licensee wishes to contact RIBAE in writing, or if any condition in this Licence requires the Licensee to give RIBAE notice in writing, The Licensee will send this to RIBAE’s registered office or by e-mail to info@ribaenterprises.com. RIBAE will confirm receipt of this by contacting the Licensee in writing, normally by e-mail.

26.5.8.2
If RIBAE have to contact the Licensee or give notice to the Licensee in writing, they will do so by e-mail.

26.5.8.3
If the Licensee is a business customer, please note that any notice given by the Licensee to RIBAE, or by RIBAE to the Licensee, will be deemed received and properly served immediately when posted on the BIM Toolkit, 24 hours after an e-mail is sent, or three days after the date of posting 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.

26.5.9. Events outside RIBAE’s control

26.5.9.1
RIBAE will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Licence that is caused by a Force Majeure Event.

26.5.9.2
If a Force Majeure Event takes place that affects the performance of RIBAE’s obligations under this Licence:

(a) RIBAE’s obligations under this Licence will be suspended and the time for performance of its obligations will be extended for the duration of the Force Majeure Event; and

(b) RIBAE will use its reasonable endeavours to find a solution by which its obligations under this Licence may be performed despite the Force Majeure Event.

26.5.10. Other important terms

26.5.10.1
RIBAE may transfer its rights and obligations under this Licence to another organisation, but this will not affect the Licensee’s rights or its obligations under this Licence.

26.5.10.2
The Licensee may only transfer the Licensee’s rights or obligations under this Licence to another person if RIBAE agree in advance in writing.

26.5.10.3
If the Licensee is a business customer, this Licence, these terms and conditions and any document referred in them constitute the entire agreement between RIBAE and the Licensee and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between RIBAE and the Licensee, whether written or oral, relating to its subject matter. The Licensee agrees that the Licensee 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 these terms and condition or any document referred in them. The Licensee agrees that the Licensee shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or these terms and conditions or any document expressly referred to in them.

26.5.10.4
If RIBAE fails to insist that the Licensee performs any of the Licensee’s obligations under this Licence, or if RIBAE does not enforce its rights against the Licensee, or if RIBAE delays in doing so, that will not mean that RIBAE has waived its rights against the Licensee and will not mean that the Licensee does not have to comply with those obligations. If RIBAE does waive a default by the Licensee, it will only do so in writing and that will not mean that it will automatically waive any later default by the Licensee.

26.5.10.5
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.

26.5.10.6
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.

26.5.10.7
RIBAE and the Licensee 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).