NBS subscription terms and conditions
Commencement Date means the date on which the Contract commences being the date on which the Subscriber signs the relevant NBS Order Form.
Concurrent User means the number of Users who are able to access the Product at any one time as stipulated on the NBS Order Form.
Content shall mean all human and machine readable data retained, maintained and displayed in the Product, other than the Subscriber Data.
Contract means the contract, entered into between the Subscriber and RIBAE for the use of the Product for the Term, in accordance with these Terms and Conditions.
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, 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.
Licence shall have the meaning set out in clause 3.1.
Manufacturer Company means the company or organisation which supplies the Manufacturer Data to RIBAE.
Manufacturer Data shall mean such information, as may be amended from time to time, about the Manufacturer Company and its products which forms part of the Content.
NBS means the National Building Specification, a suite of products and services solely and wholly owned, promoted, sold and distributed by RIBAE.
NBS Order Form means the signed order form confirming the Subscriber's acceptance of the Contract.
Network Licence means the installation of the Product on the Subscriber's network and the use of the Product on the computer hardware which supports the Subscriber's network.
Office Data shall mean non-project specific Subscriber Data.
Privacy Settings means Subscriber controlled settings, accessible via the Product, which enables the Subscriber to have control of the sharing of information related to the production and use of Subscriber Data and Manufacturer Data, with RIBAE and Manufacturer Companies.
Product shall mean the product(s) selected by the Subscriber on the NBS Order Form.
Project Data shall mean project-specific Subscriber Data that is stored on the Subscriber's network.
User means any person(s) or company who is not party to the Contract, but who has been given a right to use the Product by the Subscriber.
RIBAE means RIBA Enterprises Limited, a company incorporated and registered in England and Wales (company number 978271) whose registered office is at The Old Post Office, St Nicholas Street, Newcastle upon Tyne NE1 1RH.
Stand Alone Licence means the installation and use of the Product on individual computer workstations which are supported and operated by the Subscriber.
Subscriber means the customer or company who has paid the Subscription Fee in full, to RIBAE, for use of the Product for their desired number of Users.
Subscriber Data means any data added to the Product by the Subscriber, including Project Data and Office Data, throughout the Subscription.
Subscription means the Subscriber's right to use the Product for the Term.
Subscription Fee means the licence fee payable by the Subscriber, to RIBAE, for the use of the Product for the Term as specified in the NBS Order Form.
Term means the duration of the Licence and the Subscription as specified on the NBS Order Form, which shall begin on the Commencement Date and shall end on the expiration of the time period specified on the NBS Order Form unless terminated earlier in accordance with the provisions of clause 14.
Terms and Conditions mean these terms and conditions relating to the use of and ownership of the Product.
2.1 The Product and the information it contains are not intended and accordingly shall not be relied upon either as a substitute for professional advice or judgement, or to provide legal or other advice with respect to any particular circumstance.
2.2 RIBAE is and shall at all times remain the sole and exclusive owner of the Product.
2.3 RIBAE is the sole and exclusive owner of all Intellectual Property Rights in the Product. All such rights are reserved.
2.4 The Subscriber shall acquire no rights in the Product (or in the Intellectual Property Rights related to it) at any time during the Contract, or at any time thereafter.
2.5 Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
3.1 In consideration of the Subscription Fee paid by the Subscriber to RIBAE, RIBAE grants to the Subscriber a non-exclusive licence to use the Product for the Term. RIBAE grants the Licence (which may, depending upon the Subscriber's requirements, be either a Stand Alone Licence or a Network Licence) to the Subscriber in accordance with the provisions of the NBS Order Form and subject to these Terms & Conditions.
3.2 The Subscriber may allow its Users to access and use the Product, provided that the Subscriber shall procure that its Users shall, at all times, act in accordance with these Terms and Conditions.
3.3 For all Products (save only those licenced to the Subscriber under a Stand Alone Licence) RIBAE shall adopt a floating licensing model for the purpose of regulating a Subscriber's use of the Product. This floating licensing model shall permit the Concurrent Users to access and use the Product at the same time. The number of Concurrent Users (which for the avoidance of doubt may be less than the number of Users) shall be as stipulated on the relevant NBS Order Form.
3.4 The Subscriber may increase the number of Concurrent Users who are entitled to access and use the Product at any time during the Subscription by contacting RIBAE on 0345 456 9594. RIBAE reserves the right to charge the Subscriber an additional fee for increasing its number of Concurrent Users.
3.5 Subject to compliance in full with these Terms and Conditions, the Subscriber may reproduce part or parts of the Content either alone or in conjunction with the Subscriber's own material;
3.5.1 for the purposes of the Subscriber's own personal use where that personal use is not for any commercial or profit making purpose; or
3.5.2 for inclusion in any contract document used or intended to be used in connection with the performance of a building contract ('the Building Contract') where the Subscriber is a contracting party, or in connection with which the Subscriber is engaged by one of the contracting parties in a professional capacity provided that the Content is not included, used or reproduced other than in connection with the performance of the Building Contract.
3.6 The Subscriber undertakes that it will access and use the Product in accordance with these Terms and Conditions.
3.7 The Subscriber shall be responsible for controlling a User's access to, and use of the Product. A User shall acquire no rights in the Product (or in the Intellectual Property Rights related to it) at any time during the Contract, or at any time thereafter.
4. Subscription Fee
4.1 The Subscriber shall pay to RIBAE the Subscription Fee.
4.2 RIBAE shall invoice the Subscriber for the Subscription Fee upon receipt, by RIBAE, of the signed NBS Order Form from the Subscriber.
4.3 The Subscription Fee is exclusive of VAT, which shall be added to all invoices at the rate prevailing at the date of invoice.
4.4 The Subscriber agrees to pay any invoice relating to the Contract within 30 days of the date of the relevant invoice. If any amount of the Subscription Fee is overdue, RIBAE may, by written notice, deem the Contract be cancelled by default, resulting in cancellation charges of 100% of the remaining value of the Subscription Fee. RIBAE reserves the right to charge interest and late payment compensation in accordance with the provisions of The Late Payment of Commercial Debts (Interest) Act 1998 or such other similar legislation as may be enacted from time to time.
5. Intellectual Property Rights
5.1 All of the Intellectual Property Rights in the Product and in the Content are, and shall remain at all times, the sole and exclusive property of RIBAE. All such rights are reserved. The Subscriber shall acquire no rights in the Product or the Content except as expressly provided for in these Terms and Conditions.
5.2 Without prejudice to the generality of clause 5.1 the RIBAE and NBS logos and all other RIBAE and NBS trademarks, product names, and trade names appearing in the Product are owned by RIBAE. All other trademarks, product names, and logos appearing in the Product are the property of their respective owners. The Subscriber may not use or display any trademark, product name, trade name, or logo appearing in the Product without the owner's prior written consent.
6. Prohibited Uses
6.1 The Subscriber may not reproduce in any form, any part of the Product or the Content except as expressly provided for in these Terms and Conditions.
6.2 Except with RIBAE's express, prior written consent (there being no presumption that RIBAE shall give it's consent) the Subscriber may not at any time during the Contract, or at any time thereafter:
6.2.1 use or permit others to use the Product 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 Product or in some other way serves the same or a similar purpose as the Product;
6.2.2 use, copy, decompile, disassemble, adapt, merge, translate, reverse engineer, or in any way modify the Product or the Content, nor assist any other person to do any of the aforementioned acts, either in whole or part, to any third party; or
6.2.3 subject to the provisions of clause 3, sell, assign, transfer, rent, sublicense, loan, mortgage, charge or otherwise deal in any way with, the Product or the Content.
6.3 The Subscriber shall procure that any User acting under it's authority shall comply with the restrictions imposed in this clause 6.
7.1 Any information imparted to the Subscriber relating to the Product or the Content, or relating to the support of the Product, shall be kept confidential by the Subscriber and any User, and shall be used solely in connection with the normal operation of the Product strictly in accordance with these Terms and Conditions.
7.2 RIBAE shall record information relating to the usage, performance and functionality of the Product as follows:
7.2.1 Information relating to the Product's usage will be recorded so that RIBAE can determine who is using the Product during their Subscription;
7.2.2 Information relating to the Product's performance and functionality will be recorded to enable RIBAE to consider developments, enhancements and improvements to the Product; and
7.2.3 Information relating to the Product's software version will be recorded so that RIBAE can ensure that the Subscriber has the best possible user experience during their Subscription.
7.3 RIBAE shall record the information specified in clause 7.2:
7.3.1 for the purposes of improving the Product for the Subscriber; and
7.3.2 for internal purposes only which shall mean RIBAE shall not, at any time, share such information with Manufacturer Companies.
8. Data added to the Product
8.1 The Subscriber retains ownership of the Intellectual Property Rights in the Subscriber Data and is responsible for ensuring that the Subscriber Data is accurate and complete.
8.2 RIBAE shall not, in any circumstance, copy any individual Subscriber's Project Data or Office Data and incorporate that data into any RIBAE product or service without first obtaining the written consent of the relevant Subscriber.
Clauses 9 – 11 shall apply only to those Subscribers who select the following Products on the NBS Order Form: NBS Create with Architecture; NBS Create with Services; NBS Create with Landscape; NBS Create with Structure or NBS Create (complete set of libraries)
9. Project Data
RIBAE may, from time to time, view, review and analyse Project Data for the purposes of assessing general trends and statistics and may share these trends and statistics, and the assessment of these trends and statistics with Manufacturer Companies. The Subscriber may opt out of sharing Project Data with RIBAE and/or Manufacturer Companies by accessing the Privacy Settings within the Product.
10. Office Data
10.1 RIBAE may, from time to time, view, review and analyse a selection of aggregated Office Data that is stored on any of RIBAE's servers, for the purposes of assessing general trends and statistics, and determining whether or not the Product needs to be updated. RIBAE shall complete this assessment of trends and statistics in order to identify any shortcomings in the Product. RIBAE shall only access this information to improve the Product and shall not at any time, share this information with Manufacturer Companies. The Subscriber can opt out of sharing Office Data with RIBAE by accessing the Privacy Settings within the Product.
10.2 In the event that the Subscriber encounters a fault within their Office Data, then RIBAE reserves the right to access the relevant Subscriber's Office Data for the purposes of investigating and repairing the fault. RIBAE shall only access this information in order to repair the fault within the Subscriber's Office Data, and shall not access the relevant Subscriber's Office Data for the purposes of assessing general trends and statistics, which shall only be carried out by RIBAE in accordance with the provisions of clause 10.1.
10.3 Office Data will be stored securely by RIBAE up to a limit of 40MB per Concurrent User free of charge. The amount of storage space available to Subscribers will be displayed within the Product. RIBAE reserves the right to review this data storage limit from time to time, and to charge Subscribers an additional fee in the event that a Subscriber exceeds the data storage limit for its licensed number of Concurrent Users.
10.4 The Subscriber may access any of its Office Data via the Product by using the internet. RIBAE shall not be responsible in any way for the availability of the internet to the Subscriber.
10.5 Should a Subscriber terminate the Subscription in accordance with the provisions of clause 14, access to all of its Office Data will be lost on the termination date. It is the Subscriber's responsibility to export and save such Office Data to their own storage media prior to the date of termination. RIBAE shall provide tools within the Product, for use during the Subscription, to facilitate the export of such Office Data.
10.6 RIBAE accepts no responsibility for the accuracy of the Office Data submitted by the Subscriber, nor for any errors or omissions, or any liability arising from the use of the Office Data by third parties.
11. Manufacturer Data
RIBAE may, from time to time, view, review and analyse the use of the Manufacturer Data within the Product for the purposes of assessing general trends and statistics and may share this information with Manufacturer Companies. The Subscriber can choose to make the information anonymous provided on their use of the Manufacturer Data from RIBAE and/or Manufacturer Companies by accessing the Privacy Settings within the Product. In instances where the Subscriber chooses to make this information anonymous, RIBAE will aggregate statistics on the use of Manufacturer Data so that the Subscriber cannot be identified by the information recorded.
Clause 12 shall apply only to those Subscribers who select the following Products on the NBS Order Form: NBS Building; NBS Contract Administrator; NBS Engineering Services or NBS Scheduler
12.1 In relation to Stand Alone Licences, the number of individual computer workstations upon which the Subscriber shall be entitled to install and use the Product shall be limited to the number of Stand Alone Licences specified on the NBS Order Form.
12.2 In relation to Network Licences, the Subscriber's access to and use of the Product shall be in accordance with the floating licencing model more particularly described at clause 3.3.
12.3 The Subscriber undertakes that the Product shall only be installed and used by its employees and shall not be installed or used by third parties.
12.4 Immediately prior to the expiration of the Subscription, the Subscriber shall be required to export any project upon which it is working from the Product to an alternative storage medium.
12.5 Upon the expiration of the Subscription the Subscriber shall not:
12.5.1 be entitled to open or use the Product; or
12.5.2 have access to any project upon which it was working during the Subscription.
13.1 RIBAE shall provide to the Subscriber a reasonable amount of assistance and support in relation to the Product upon the request of the Subscriber.
13.2 RIBAE reserves the right, in its absolute discretion, to withhold any such assistance or support, or to charge the Subscriber an additional fee for any assistance or support that it considers to be excessive, or which is in response to operating difficulties caused either by the Subscriber's operating errors or shortcomings, or defects in any of the Subscriber's hardware or software.
14.1 The Subscriber may only terminate the Subscription upon the expiration of the Term.
14.2 Should the Subscriber breach any of these Terms and Conditions, RIBAE reserves the right in its absolute discretion, to cancel the Subscription within 30 days of RIBAE advising the Subscriber of any such breach, whereupon the Subscriber shall not be entitled to any refund of the Subscription Fee.
14.3 In the event of the termination of the Subscription, the Subscriber shall delete the Product, together with its accompanying usernames and passwords, documentation and data and delete all copies of the Product under the Subscriber's control and stored on any medium. The Subscriber shall confirm in writing to RIBAE that all such material has been deleted. The Subscriber retains the right to continue to use Subscriber Data that has been produced during the Subscription, after the termination of the Subscription. The Subscriber shall procure that, upon termination of the Subscription, all Users fully comply with the requirements set out in this clause 14.3.
15. Warranties, Remedies and Limitation of Liability
15.1 RIBAE shall not be liable to the Subscriber, for any failure in the Product occasioned by circumstances beyond its reasonable control, including (but not limited to) acts of God, fire, flood, explosion, accident, computer viruses/malware, inability to supply information, software materials or support, breakdown of equipment and labour disputes whether involving RIBAE, the Subscriber, a User and/or any third party.
15.2 RIBAE warrants that the Product will be virus-free at the time the Subscriber takes delivery of the Product.
15.3 RIBAE warrants that the Product will perform substantially in accordance with the accompanying documentation supplied by RIBAE, provided that it is properly used in conjunction with the operating system for which it is designed. RIBAE warrants that the documentation supplied by RIBAE correctly describes the operation of the software in all material respects. If RIBAE is notified of any significant error during the period of 90 days after Commencement Date it will correct any such error within a reasonable time, or at its option refund the Subscription Fee whereupon the Contract will be terminated without RIBAE incurring any further liability.
15.4 The warranties set out in clauses 15.2 and 15.3 are exclusive of and in lieu of all other conditions and warranties, either expressed or implied, including without limitation those relating to satisfactory quality or fitness for purpose which are hereby excluded to the fullest extent permitted by law.
15.5 RIBAE does not warrant that the Product will meet the Subscriber's requirements or that the operation of the Product will be uninterrupted or error free, or that all errors in the Product can be corrected. The Subscriber installs and uses the Product at the Subscriber's own risk and in no event will RIBAE be liable to the Subscriber for any loss or damage of any kind (except personal injury or death resulting from RIBAE negligence) including lost profits, lost revenue, down time or any other consequential loss arising from the use of or inability to use the Product or from errors or deficiencies in the Product whether caused by negligence or otherwise, except as expressly provided in these Terms and Conditions.
15.6 Subject to clause 15.5, RIBAE's entire liability in respect of any single event of default is limited to:
15.6.1 damages of an amount equal to twice the value of the Subscription Fee actually paid by the Subscriber to RIBAE in the immediately preceding period of twelve months in respect of damage to the tangible property of the Subscriber resulting from the negligence of RIBAE or its employees, agents or sub-contractors; and
15.6.2 in case of any other default, the aggregate of the Subscription Fee actually paid by the Subscriber to RIBAE in the immediately preceding period of twelve months.
15.7 Without prejudice to clause 15.5 RIBAE shall not in any circumstance be liable in respect of any default for loss of profits, goodwill or any type of special indirect or consequential loss including loss or damage suffered by the Subscriber and/or a third party user as a result of any action brought by the third party, even if such loss was reasonably foreseeable or RIBAE had been advised of the possibility of the Subscriber and/or the third party incurring the same.
15.8 The Product may include links to third party websites. RIBAE is not responsible or liable for;
15.8.1 the availability or accuracy of such websites; or
15.8.2 the content, products, or services on or available from such websites.
15.9 Links to such websites do not imply any endorsement by RIBAE of such websites, or the content, products, or services available from such websites. The Subscriber takes sole responsibility for, and assumes all risks arising from, the Subscriber's use of any such websites.
16. Entire Agreement
16.1 These Terms and Conditions (together with the relevant NBS Order Form) constitute the entire agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein.
16.2 In entering into this Contract neither party has relied on any pre-contractual statement. The only remedy available to either party for breach of this Contract shall be for breach of Contract and it shall have no right of action against any other party in respect of any pre-contractual statement.
16.3 If any provision of these Terms and Conditions or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.
16.4 Clause headings are inserted into these Terms and Conditions for convenience only, and they shall not be taken into account in the interpretation of these Terms and Conditions.
16.5 Nothing in these Terms and Conditions shall create, imply or evidence any partnership or joint venture between the Subscriber and RIBAE or the relationship between them of principal and agent or employers and employee.
16.6 Except as expressly provided in these Terms and Conditions, nothing shall confer or purport to confer on a third party any benefit or any right to enforce any provision of these Terms and Conditions.
The Terms of this Contract or any of them may be varied, amended, or modified or this Contract may be suspended, cancelled or terminated by agreement in writing between the parties or this Contract may be rescinded (in each case), without the consent of any third party.
18. Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts. Notwithstanding that the whole or any part of any provision of these Terms and Conditions may prove to be illegal or unenforceable the remaining provisions of these Terms and Conditions and of the provision or provisions in question shall remain in full force and effect.
RIBA Enterprises Ltd Registered Office:
The Old Post Office, St Nicholas Street, Newcastle upon Tyne, NE1 1RH Registered in England, 978271
Version: March 2015