1.3.The following defined terms shall have the meanings set out below:
3D Object means a digital file in a format compatible with the Services which contains information about the Customer Product that is used in the construction process. Each 3D Object file may include content defining any of its three-dimensional geometry; any of its physical and aesthetic properties and behaviour; any of its specification, construction and facilities management properties; and any of the relationships and constraints that describe the equivalent real-life physical component or material.
3D Object Authoring Service means a service from NBS if stipulated by the Customer in the Order Form and involves the creation and/or authoring of 3D Object (which may include Amendments to 3D Objects).
3D Object Quote means NBS’s offered price for the provision of the 3D Object Authoring Service in respect of particular Customer Products.
Amendment means any update, amendment, modification or correction to any Customer Record.
Annual Subscription Fee means the Subscription Fee payable by Customer to NBS in accordance with clause 4.5.
Applicable Law means any law, rule, regulation, regulatory guidance or opinion, code of conduct, licence, permit, treaty and any order or decree of any court or arbitrator.
Background Intellectual Property means all Intellectual Property Rights in the processes and/or procedures followed by, and software used by, NBS and in the techniques used by NBS in the creation and/or development of any of the Services or any other NBS services and products and those arising out of, or in any way connected to, the provision of the Services (which shall include, for the avoidance of doubt, all Intellectual Property Rights in the Property Schedule) and all other Intellectual Property Rights that arise, or are obtained or developed by NBS during the Term in connection with the Contract, but excluding the Foreground Intellectual Property.
Business Day means 9:00am to 5:00pm Monday to Friday excluding any day that is a public holiday in England.
Certification means NBS’s warranty, and all marks associated with such warranty, that a Customer Record conforms to the applicable NBS Criteria.
Confidential Information means all confidential information (however recorded or preserved) disclosed by the Disclosing Party or its Representatives to the Receiving Party or its Representatives after the Contract Start Date and in connection with the Contract including but not limited to any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, inventions, designs, trade secrets or software of the Disclosing Party (or of any member of the group of companies to which the Disclosing Party belongs).
Contract Start Date means the date on which the Order Form is executed by the Customer in accordance with clause 2.1.
Contract means these Terms and Conditions together with the Order Form.
Customer means you, the business purchasing the Services.
Customer Content means any and all Customer Records (and Amendments to such Records) and any other data, information or materials provided or uploaded by Customer or commissioned by Customer via the 3D Object Authoring Service.
Customer Record means the record relating to a particular Customer Product hosted in NBS Source.
Customer Product means the 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 and to which the Customer Content may relate.
Data Protection Legislation means the UK Data Protection Act 2018 and any other applicable legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including the privacy of electronic communications).
Disclosing Party means a party disclosing Confidential Information under this Contract.
Feedback means any feedback concerning the Services, including but not limited to ideas, suggestions requests for future functionality and reports of Flaws.
Flaw means any actual or apparent fault in the Services that causes them to behave in a manner not apparently intended by NBS.
Force Majeure Event means any failure or delay in the Services or any part thereof occasioned by circumstances beyond its reasonable control including (but not limited to) acts of God, fire, flood, explosion, accident, inability to supply the information, software materials or support, breakdown of equipment, failure of telecoms, internet or utilities (regardless of cause), governmental action, order or interference and labour disputes involving NBS, the Customer and/or any third party.
Foreground Intellectual Property means all Intellectual Property Rights (excluding Background Intellectual Property) in the visual identity and readable content of a Customer Record and which are unique to that Customer Record made on behalf of the Customer, and any pre-existing Customer Content and Literature belonging to the Customer.
Initial Term the period commencing on the Contract Start Date and continuing for the period set out in the Order Form.
Intellectual Property Rights means the patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software including rights in the source code of that software, database rights, rights in confidential information (including know-how and trade secrets) and any other Intellectual Property Rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Invoicing Company: a company nominated by the Customer to whom NBS shall address invoices and from whom it shall recover debts in the first instance.
Legacy System means any of NBS’s previous products and services for the hosting of Customer Content, including: RIBA Product Selector, NBS National BIM Library, NBS+
Logo(s) means the logos, branding, trademarks or other marks belonging to NBS or its licensors and which NBS may from time to time permit the Customer to use in accordance with this Contract.
Losses means all liabilities, costs, expenses, damages and losses including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses.
Literature means the Customer’s most current technical or trade literature and specifications and other material including logos, certifications and promotional materials, which is supplied to NBS by the Customer.
NBS 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.
NBS Content shall mean all human and machine readable data retained, maintained or displayed in the Services other than Customer Content.
NBS Criteria means the criteria to which Customer Content must conform in order to be hosted on the Services.
NBS Plus means a service from NBS whereby Customer Records are provided and made available to other users within NBS products and services.
NBS Source means a service from NBS whereby Customer Records are provided and made available to the public and to other users of NBS products and services.
Order Form means the signed document confirming the Customer’s subscription to the Services.
Promoted Content means a service whereby Customer Content is featured prominently in the Service.
Property Schedule means the schedule of information prepared by NBS, setting out the key properties of a 3D Object authored through the 3D Object Authoring Service.
Receiving Party means a party receiving Confidential Information under this Contract.
Renewal Period means a period of equal length to the Initial Term, beginning immediately after the Initial Term or the applicable Renewal Period.
Representatives means, in relation to a party, its employees, officers, representatives and advisers and which includes third parties or contractors who are instructed by that party to perform its obligations under this Contract on its behalf (if any). NBS Representatives and Customer Representatives shall be construed accordingly.
Quality Assurance means the review of Customer Content by NBS, including review for conformity to NBS Criteria, prior to and during the hosting of such Customer Content on NBS Source.
Services means all and each of the services subscribed to by the Customer and to be delivered by NBS in accordance with these Terms and Conditions, including those set out in the Order Form and such other services as may be agreed between the Parties from time to time.
Structured Specification Information means building specification information relating to a Product in a format and structure that complies with the applicable NBS Criteria.
Subscription Fee means the total amount payable by the Customer for all Services.
Term means the period commencing on the Contract Start Date and continuing for the Initial Term and any Renewal Periods.
Terms and Conditions mean these Terms and Conditions.