BIMData.io Terms of Services 1.00

SaaS terms of use

Foreword

The Services covered by these terms of use (TOU) are provided by BIMData.io, SARL whose registered office is at 13 RUE CLAUDE CHAPPE 69370 SAINT DIDIER AU MONT D'OR, registered in the LYON Companies and Trade Register under no. 814 016 838, represented by its legal representative (hereinafter referred to as "the Service Provider").

The Service Provider supplies Software as a Service (hereinafter "SaaS"), that is to say leased online applications. To this end, they are the provider of the Service referred to below in the contract.

The service proposed by the Service Provider is designed to meet the needs of project teams, architects, project managers, software publishers and IT departments in the field of Open BIM data manipulation.

The Service Provider, in the context of their duty provide information and advice, has provided the Client with a commercial proposal and/or documentation presenting the Service which the client acknowledges having read. It is the Client's responsibility, on the basis of this information, to ensure that the Service is adequate for their own needs. To this end, the Client may, prior to accepting the contract, ask the Service Provider for any additional information and/or to attend a further demonstration of the Service, failing which, the Client acknowledges having sufficient information.

Any specification or needs assessment document prepared by the Client will not under any circumstances be taken into account by the Service Provider in the context of the Contract except with the express approval of the Service Provider obtained before this document is signed and to be included in the Annex of this document. The provision by the Service Provider of a Service adapted to the needs expressed by the Client can only be carried out by the Service Provider in the context of a specific contract not governed by these SaaS terms of use. The Client is advised that the Services offered by the Service Provider are necessary for the proper use of the Service. Therefore, it is the Client's responsibility, having regard to its needs, to assess how appropriate it is to make use of these services or not.

1. Definitions

Terms within the Contract beginning with a capital letter, whether they are used in the singular or the plural, will have the meaning given to them below.

Client: refers to the natural or legal person, the contracting party of the Service Provider, involved in the context of their professional, business, industrial, or artistic activity or private practice.

Contract: the entire agreement referring to the following documents: the purchase order, these Terms of Use and the Annexes listed in Article 3 of this document.

Documentation: refers to the information provided by the Service Provider in the form of user documentation in a physical or digital format and provided with the Service.

Client data: refers to input and output data.

Input data: refers to the information (including personal data) entered, provided, transmitted by the Client and processed in the context of them using the Service. The Client is solely responsible for the accuracy and relevance of the Input Data.

Output data: refers to the data resulting from a recalculation performed following the use of the Service by the Client.

Personal Data: refers to any information directly or indirectly identifying a natural person.

User IDs: refers to both the user's own login and their password.

Maintenance: refers to the improvements made to existing standard application services accessible through the Service, and decided unilaterally by the Service Provider, in the light of functional developments and subject to such adaptations or developments not requiring a substantial part of the existing standard application services to be rewritten. Maintenance also includes the correction of any abnormalities in the Service in relation to the Documentation.

Party or Parties: refers to the Service Provider and/or the Client.

Technical Prerequisites: refers to the browser versions required for the use of Services, such as specified in the Documentation.

Service(s): refers to application services provided online in SaaS mode by the Service Provider such as described in Article 5.1. The Service is intended for professional use.

Additional services: refers to additional services that may be delivered by the Service Provider at the request of the Client such as described in Article 5.2.

Support: refers to the technical assistance for the use of the Service(s).

User: refers to:

  • the person placed under the responsibility of the Client (agent, employee, representative etc.) and benefiting from access to Services on their computer under the subscription to the Services contracted by the Client.

  • a service provider, collaborator or contracting party of the Client with access to the Services opened by the Client, to collaborate on the Client's projects.

2. Contract acceptance

The use of the Services is subject to the acceptance of these Terms of Use, whether the Services have been subscribed to online or via signing a paper purchase order.

Any amendment to this document should be subject to specific conditions duly accepted and signed by both Parties.

For the purposes of remote Contract acceptance, the Client acknowledges and accepts that copies bearing the signature of one of its representatives or agents, received by the Service Provider, constitute written proof and may be validly invoked against them by the Service Provider.

The acceptance of the Contract by electronic means has between the Parties the same probative value as the agreement in paper format. Computerised records stored in IT systems will be kept in reasonable secure conditions and considered as evidence of the communication between the Parties. Contractual documents will be archived on a reliable and durable backup media that can be produced as evidence.

3. Contractual documents

These Terms of Use, the purchase order or online order, the SEPA mandate as well as documents entitled "Annexes" constitute the entirety of the commitments existing between the Parties, hereinafter together the Contract. It replaces and supersedes any previous oral or written commitment relating to the subject of the Contract.

The Annexes to this document which are an integral part of the Contract are the following:

  • Annex 1: Detailed offer

  • Annex 2: API documentation

  • Annex 3: Personal data

4. Purpose

The purpose of the Contract is to define the terms and conditions applicable to the Services. The Service Provider consents to the Client, who accepts:

  • a right of use for the Services,

  • a right of access to the Service Provider's servers via the API in the conditions defined below,

  • a set of additional Services.

5. Description of the services

  1. Application services

    The Service proposed by the Service Provider mainly includes the following application services, available at http://www.bimdata.io.

    • Access to and use of the BIMdata API, which the Client can integrate in their software and use to log in to the platform via the API, update business software in real time, automate quality control and integrate the BIM viewer in third-party applications.

    • BIMchecker: integration of specifications, standards and current regulations, standardisation of models for control and production of reports

    • BIM Information Manager: data editing for digital models, addition of external data to digital models

    • BIM viewer: view models without installation, data filtering, access to a search engine, export in IFC format, share comments (BCF) with collaborators and Service Providers.

    • A Collaborative platform, an API client: secure access to data for digital models, IFC processing, integration of design, implementation and operation teams, management of access rights, sharing data with collaborators and Service Providers.

      The platform can be customised by third parties. The code is made available to this effect under the GNU Lesser General Public License version 3 (https://opensource.org/licenses/LGPL-3.0) and available at https://github.com/bimdata/platform

    The Service Provider defines the Service version periodically.

  2. Additional services:

    In addition, the Service proposed by the Service Provider may include:

    • A technical support service, such as defined in Article 17 of this document.

    • The backup level for input and output Data can be customised and will then be covered by a separate contract

    • Specific developments may be made by the Service Provider for the Client and will be covered by a separate contract.

6. Duration

The Contract will take effect from the date when the Service is first provided for the Client. Its duration is set at 12 (twelve) months from the date of its entry into force.

The Contract will then be renewed by tacit agreement for successive periods of twelve (12) months, unless terminated by one or other of the Parties by registered letter with acknowledgement of receipt, or by email to customer service, once customer service has confirmed receipt, with a minimum notice period of 3 (three) months before the date of renewal.

7. Right of access to the service

  1. The Service Provider grants the Client a right of access to the Services in the conditions laid down in the Purchase order.

  2. The Client:

    • undertakes to only use the Services in accordance with their professional destination, i.e. in accordance with their Documentation and only for the professional needs of their activity;

    • guarantees that this Contract will be respected by the Users;

    • is solely responsible for the content disseminated and/or downloaded via the Service and assumes full responsibility for the accuracy, integrity and legality of the Data transmitted to the Service Provider in the context of the Service. In particular, taking into account the authorised use of the Service by the Client the latter is prohibited from sending or storing non-professional data and more generally data of an illicit, obscene or defamatory nature or illegal data or that infringes the right of a third party, child protection or privacy;

    • undertakes not to alter or interfere with the integrity or the performance of the Service or the data contained therein;

    • not to attempt to obtain unauthorised access to the Service or to the systems or networks associated with it.

8. Conditions of access to the service

The access procedure below must be strictly respected by each User.

  • Access is provided:

    • from any PC or laptop or any mobile device belonging to the Client or Users,

    • by means of the User IDs generated by Users.

  • The Client/User is identified when they access the Service by means of a User ID and a password chosen when they created their account.

    The User IDs are intended to reserve access to the Service to Users and to the Client, to protect the integrity and availability of the Service, as well as the integrity, availability and confidentiality of the Input Data such as transmitted by the Users.

  • Confidentiality of user IDs: The User IDs are personal and confidential. Users undertake to keep their User IDs secret and not to disclose them in any form whatsoever. The Client is fully responsible for the use of User IDs. They will ensure that no unauthorised person has access to the Service. In the event that they become aware that another person has accessed it, the Client will inform the Service Provider immediately. In the event that one of the User IDs is lost or stolen, the Client will use the procedure put in place by the Service Provider enabling them to recover their User IDs. The Client undertakes to pass on all of the above obligations to Users and guarantees that they will be respected by the latter.

  • Users can log in at any time, with the exception of maintenance periods, namely 24 hours a day, 7 days a week, including Sundays and public holidays.

9. Terms and conditions for performing the service

  1. The Service will be used by the Client under their own controls and management and under their sole responsibility. Consequently, it is the responsibility of the Client to:

    • implement all appropriate processes and measures designed to protect their User Workstations, their hardware, software packages, software, passwords, particularly from any viruses and intrusions;

    • comply with the latest updated version of the Technical Prerequisites to avoid harmful consequences such as slowing down, blocking, data corruption;

    • select the internet service provider or telecommunications media, the Client must assume responsibility for the administrative demands and take out contracts for the necessary subscriptions for which it will bear the cost;

    • appoint, among its staff, a specific contact for the Service Provider who acts as administrator, on behalf of the Client, for the Service and in particular with regard to security;

    • mistakes made by its staff in the use of the Service and the procedures that enable it to log in to the service particularly in relation to the means of access and Internet browsing. The Service Provider will not be liable for the nature or the content of the Client’s information or data and the way in which it is used. Similarly, the Service Provider will not be liable for the quality and the electronic transmission of data when they use telecommunications networks and more generally the quality and reliability of telecommunication links between the User workstations and the Service access point.

  2. The resolution of problems caused by a mistake or improper handling by Users is not included in the Service.

  3. Guarantees

    The Service Provider guarantees that each Service conforms with their Documentation. The Service Provider does not guarantee that the Service is free from any faults or unforeseen problems but undertakes to take all reasonable steps to remedy any malfunctions in the Service identified in relation to their Documentation. This guarantee of conformity cannot be extended to a guarantee of conformity with the specific needs or the specific activity of a Client or a User. The Service Provider does not guarantee the ability of the Service to achieve the objectives or results that the Client may have set and/or perform specific tasks which may have been the reason for their decision to enter into this Contract.

    To the extent permitted by law, any warranty other than those expressed in this article are expressly excluded.

  4. The Service Provider may develop, amend or organise the Service without the prior written agreement of the Client, provided that this does not diminish the commitments of the Service Provider under this Contract.

10. Client data

  1. Ownership

    The Client is and remains the owner of all the input Data regardless of their nature, that they use via the Service in the context of the Contract.

  2. Using the data

    The Client assumes editorial responsibility when using the Service. The Client is solely responsible for the quality, the legality, the relevance of the Data and content that it transmits when using the Services. They also ensure that they hold the intellectual property rights allowing them to use the Data and content.

    Accordingly, the Service Provider will not be liable if the Data and/or content does not comply with laws and regulations, public order or the Client's needs. The Client guarantees the Service Provider on request against any harm that might result from a third party claim for a breach of this warranty. More generally, the Client is solely responsible for the content and messages disseminated and/or downloaded via the Service.

  3. Use of Client Data for a metadatabase

    The Service Provider can compile the anonymised Client Data to build a metadatabase fed by several projects from different Clients created using the Service Provider's Service. The Data is combined making it impossible to identify the Client, their projects, their designs, or any other information enabling the latter to be identified. The compiled Data will not under any circumstances include any of the Client and its Users’ confidential or personal data.

    The aim of the metadatabase is to propose new services for the Service Provider’s clients and in particular to automatically assist clients in the design, construction, operation and maintenance of a building or infrastructure using the data analysis for other buildings.

    The anonymised Client Data can be used by the Service Provider's R&D department to fix and improve the Service Provider’s services and to propose new services to the Service Provider’s Clients.

    The Service Provider therefore has a right of use for Output Data.

    In addition, this Output Data may be transmitted to third parties for the purposes of:

    • compliance with legal or regulatory obligations,

    • carrying out technical studies.

    The Client can expressly oppose the use of their Data for such purposes when the Contract is signed. In this last case, only the Data not yet used by the Service Provider at the date when the Client opposes will be excluded from processing by the Service Provider.

  4. Use of Client Data for statistical purposes

    The Service Provider may use the Client Data to carry out the operations necessary to prepare their invoices and usage statistics as well as providing any explanation regarding the performance of the Service.

    Similarly, the Service Provider may compile aggregated and anonymised statistical information and may make it public provided that it does not constitute Personal Data.

  5. Prohibition against the transfer of confidential, nominal or identifiable Client Data

    In any event, the Service Provider is prohibited from assigning or transferring to a third party, in whole or in part, for a consideration or free of charge, the Client Data which may have been sent to them by the Client when performing the Service and which is confidential, nominal, or enables the Client, a specific project, a design or a User to be identified.

11. Personal data protection

In the context of their contractual relationship, the Parties undertake to comply with the regulations in force applicable to the processing of Personal Data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 as well as the Data Protection Act of 6 January 1978 (hereinafter, the “Applicable law”).

The Parties agree that the Client is "responsible for processing" within the meaning of the Applicable law and that the Service Provider is the "sub-contractor", within the meaning of the Applicable law.

All the rights and obligations in relation to Personal Data incumbent on both the Client and the Service Provider are described in Annex 3.

12. Security

  1. Security management

    As soon as they are aware of it, each Party must report, as soon as possible, to the other Party any fact likely to constitute a security breach on the Service.

  2. Service security

    The Service Provider will implement the measures necessary to ensure that only persons authorised by the Service Provider and the Client will have access to the Service.

  3. Login security

    To ensure the confidentiality of data in transit between the User workstation and the Service access point, all connections are secure. Data flows, which use unsecured telecommunications networks, use recognised security protocols such as HTTPS for example.

  4. Client data security
    • The Service Provider undertakes to take all necessary precautions in accordance with the state of the art to preserve Client Data security so that it is not, by their actions, deformed, damaged or communicated to unauthorised third parties. Accordingly, the Service Provider undertakes to respect and ensure that the following obligations are respected by their staff:

    • to not make copies of documents and Client Data media entrusted to them, except those strictly necessary for performing the Service;

    • to not use Client Data for any purposes other than those in this Contract;

    • to not disclose Client Data to other people, whether they are private individuals or public bodies, natural or legal persons unless this disclosure is required by law or a competent judicial or administrative authority or is necessary in the context of legal action.

  5. Client data hosting and backup

    Client Data is hosted on servers based in France. They are subject to a daily and weekly backup. Each daily backup is kept for a period of one month and each weekly backup for a duration of one year.

13. Service quality

The Client is notified of unforeseen technical problems inherent in the Internet and any resulting interruptions to access. Consequently, the Service Provider will not be held responsible for the Service not being available or slowing down, which the client expressly recognises.

The Service Provider nevertheless undertakes to do its utmost to achieve an availability rate of 99% ("Guaranteed availability rate").

It is the Client's responsibility to respect any data storage thresholds indicated by the Service Provider in its documentation and to notify the Service Provider if they require more processing capacity.

The Service Provider undertakes to put in place effective controls to provide reasonable assurance that the Client can access and use the applications concerned at any time within the limits of the Guaranteed availability rate. The Service may occasionally be suspended due to maintenance work necessary for the Service to function properly.

14. Insurance

The Service Provider has taken out the necessary insurance to cover the risks associated with performing their activity. They undertake to provide the Client with proof, if the latter expressly requests it.

15. Reversibility

If the contractual relationship is terminated, for whatever reason, the Service Provider undertakes to return, at the tariff in effect when they receive notification of reversibility, at the request of the latter made within a maximum period of 1 (one) month from the date when the contractual relationship is terminated, by registered letter with acknowledgement of receipt, or by email to customer service, and within a period of thirty (30) days from the date this request is received, all the data belonging to them in a standard format that is readable in an equivalent environment or destroy it, at the discretion of the Client.

The Client will in any case be able to recover all their data themselves via the API at any time during the contractual relationship.

At the request of the Client, the Service Provider will be able to provide additional technical assistance to the Client and/or the third party designated by them, in the context of reversibility. This assistance will be charged at the Service Provider's rate in effect when they receive notification of reversibility.

16. Maintenance

The Service Provider is responsible for corrective and adaptive maintenance for the Service.

  • Corrective maintenance

    Error reports must be confirmed by email to the Service Provider as soon as possible and sent to support@bimdata.io. The Service Provider will diagnose the error and then correct it.

    • In the event of a blocking error, the notification will be dealt with within 24 working hours. The Service Provider will make every effort to correct the blocking error as soon as possible and propose a workaround.

    • In the event of a semi-blocking error, the notification will be dealt with within 72 working hours. The Service Provider will make every effort to correct the error and propose a workaround that will enable the features in question to be used in 24 working days.

    • In the event of a minor error, the notification will be dealt with as soon as possible and the Service Provider will propose to correct the minor error in a new version of the Service which will be delivered in the context of adaptive maintenance.

    The Service Provider is not responsible for maintenance in the following cases:

    • The Client refuses to collaborate with the Service Provider in resolving the errors and in particular to respond to questions and requests for information;

    • The Service (and in particular the API) is not used in accordance with its intended purpose or its documentation;

    • The Client fails to comply with its obligations under the Contract;

    • When any software packages, software or operating systems not compatible with the Service and/or not previously validated by the Service Provider are installed,

    • Electronic communication networks failures;

    • Voluntary acts of damage, malicious use, sabotage;

    • Deterioration as a consequence of force majeure.

    However, in the cases mentioned above, the Service Provider may take on the responsibility, if possible, to resolve the malfunctions caused by the cases listed above, at the Service Provider's rate in effect at the date of the work.

  • Adaptive maintenance

    The Client receives updates and functional modifications to the Service.

    The Service Provider undertakes to transmit the updated documentation for the new versions of the Service. Corrections and modifications to the Service are expressly governed by the Contract.

    Work relating to adaptive maintenance may make the service temporarily unavailable.

    The Service Provider guarantees that upgrades and new versions of the Software will not lead to any decline in the Service in terms of performance and features.

17. Technical support

At the request of the Client, the Service Provider may provide technical support, which, if applicable, will be covered by a separate contract.

18. Training

At the request of the Client, the Service Provider may provide training, which, if applicable, will be covered by a separate contract.

The Service Provider will submit a proposal to provide training if their work reports in the context of technical assistance and corrective maintenance for the Service reveal recurring problems encountered by the Client which are not errors.

19. Financial terms and conditions

In exchange for the provision of Services, the Client undertakes to pay the fee indicated on the purchase order in accordance with the conditions specified in the commercial offer.

Any failure to pay the fee specified on the purchase order and in accordance with the conditions specified therein will result, after notification, in access to the Services being suspended until the situation is resolved. Any use of the Services during this period will accordingly be regarded as illicit.

20. Intellectual property

The Service Provider is and remains the owner of property rights relating to any element of the Service made available to the Client and more generally the IT infrastructure (hardware and software) implemented or developed in the context of the Contract.

The Contract does not confer the Client with any property rights in relation to the content of the Service. The provision of a temporary Service in the conditions laid down in the Contract cannot be construed to grant any intellectual property rights for the Client.

The Client is prohibited from reproducing any element of the software, by any means, in any format and in any medium whatsoever.

21. Responsability

The obligation incumbent on the Service Provider is an obligation of means. They undertake to this end to take the utmost care when discharging their obligations.

Each of the parties will only be liable for compensating the financial consequences of foreseeable and direct damage related to breaches of their obligations under this Contract.

The Service Provider may not under any circumstances incur liability for indirect or unforeseeable damage or loss by the Client or third parties, which includes any consequential loss, loss, inaccurate or corrupt files or Data, commercial harm, loss of turnover or profit, loss of customers, loss of opportunity, the cost of obtaining a substitute product, service or technology, in connection with or originating from the failure to provide or incorrectly providing services.

In any event, the Service Provider’s liability is strictly limited to reimbursing the amount of money actually paid by the Client in the 12 (twelve) months preceding the date when the event giving rise to liability occurred.

The Service Provider cannot, in addition, be held responsible for the accidental destruction of Data by the Client or a third party having accessed the Service using the User IDs given to the Client.

22. Termination

No early termination is permitted except as provided for below.

  1. Termination at the initiative of the Client

    The Client may request, by registered letter with acknowledgement of receipt, or by email to customer service, the automatic termination of this Contract in the event that the Service Provider fails, for three consecutive months, to provide an Availability rate of 99% for the Service, and this without prejudice to any further claims for damages within the limit of the threshold and the conditions laid down in Article 21 of this document. Termination of this Contract will take effect 30 days after receipt of the aforementioned letter, unless, during this period, the Service Provider justifies the appropriate remedies made or to be made to redress the breach.

    The Client may terminate the Service in advance, by registered letter with acknowledgement of receipt, or by email to customer service, and without either party having the right to compensation when changes to the Service made by the Service Provider are intended to diminish the commitments of the Service Provider with regard to the main features of the Service, the Availability rate, the management of backups and the conditions for accessing Support. The termination letter should be sent by the Client to the Service Provider in the month following notification by the Service Provider of the envisaged changes. Termination will take effect at least 3 months after receipt of the termination letter by the Service Provider, the parties being able to agree a longer period to allow time for the Client to put in place an alternative solution.

  2. Termination at the initiative of the Service Provider

    In addition to failure to pay, the Service Provider may request, by registered letter with acknowledgement of receipt, or by email to customer service, the automatic termination of this Contract in the event that the Client breaches one of their obligations pursuant to this document and without prejudice to any further claims for damages. Termination of this Contract will take effect 30 (thirty) days after receipt of the aforementioned letter by the Client, unless the latter justifies the appropriate remedies made or to be made to redress the breach.

    In the event of termination, the Client will cease to use all access codes for the Solutions and Application services. The entitlements to reversibility will be implemented in accordance with Article 15.

23. Non-solicitation of staff

Each of the Parties waives any right to hire or provide work for, directly or through an intermediary, any employee of the other party, without the prior and express consent of the latter. This waiver is valid for the entire duration of the contract and for the twelve (12) months following its termination. If one of the Parties does not comply with this obligation, they will undertake to compensate the other Party by immediately paying them, on request, a lump sum equal to 6 (six) times the gross monthly salary of the employee at the time of their departure.

24. Confidentiality

Each of the Parties undertakes to (i) keep all the information that they receive from the other Party confidential, and in particular to (ii) not disclose the other Party's confidential information to any third party, other than employees or agents on a need to know basis; and (iii) to only use the other Party’s confidential information to exercise their rights and to fulfil their obligations under the terms of the Contract.

Notwithstanding the foregoing, neither of the Parties will be have any obligation whatsoever with respect to information that (i) had fallen or would fall into the public domain independently of an error by the Party receiving it, (ii) would be developed independently by the Party receiving it, (iii) would be known to the Party receiving it before the other party disclosed it to them, (iv) would be legitimately received from a third party not subject to an obligation of confidentiality, or (v) should be disclosed as required by law or on a court order (in which case it will only be disclosed to the extent required and after having notified the Party who provided it in writing).

The obligations of the Parties with respect to confidential information shall remain in effect for the duration of the Contract and as long, after its conclusion, that the information concerned remains confidential for the Party disclosing it, and, in any event, for a period of 5 years after the conclusion of the Contract.

Each of the Parties will return all copies of documents and media containing the other Party's confidential information, as soon as the Contract comes to an end, regardless of the reason. The Parties also undertake to enforce these provisions with their staff and with any agent or third party who may be involved for any reason whatsoever in the context of the Contract.

25. References

The Client authorises the Service Provider to use the Client’s name and logo free of charge as a business reference and for its internal and external communication needs, regardless of the media, be it paper or digital and this for the full duration of this Contract.

26. Force majeure

The Service Provider may not in any event be held responsible for any damage in the event of harm caused by an interrupted or reduced service from the telecommunications operator, the electricity provider or in the event of force majeure.

Neither of the Parties can be held responsible for a breach of any kind with regard to their obligations in the context of the Contract, if such a breach is a result of: a governmental decision, including any withdrawal or suspension of authorisations of any kind, a total or partial strike, inside or outside the company, a fire, a natural disaster, a state of war, a total or partial interruption or blocking of telecommunications or electricity networks, hacking or more generally any other incidence of force majeure as defined in Article 1218 of the Civil Code.

The Party noting the event must immediately inform the other party of their inability to provide their service.

The suspension of obligations or delay due to one of the cases mentioned above may not in any event be grounds for liability for failure to comply with the obligation in question, nor induce the payment of damages and interest or penalties for delay.

27. General provisions

  1. Tolerance

    The fact that one of the Parties does not act upon a breach by the other party to fulfil any of the obligations in this contract cannot be construed in the future as a waiver of the obligation in question.

  2. Partial invalidity

    If one or more stipulations in this Contract are deemed to be invalid or declared as such pursuant to the law, a regulation or following the final decision of a competent court, the other stipulations shall remain in force to their full extent, given that the parties may, by mutual agreement, agree to replace the invalidated stipulations.

  3. Survival of obligations

    The expiry or the early termination of all or part of this Contract, for whatever reason, will not affect the validity of the rights and obligations provided for in said Contract which, by their nature or because of the specific provisions, extend beyond the expiry or this termination, for both Parties and their beneficiaries and this up to their respective expiry dates.

  4. Notifications

    Any notification made under this Contract should be addressed to the Party concerned by registered letter with advice of receipt, or by email to customer service, or delivered against a receipt to the recipient at the addresses at the top of this document.

    In the event of notification by registered letter, notifications will be deemed to be received on the date when the registered letter is first presented, as evidenced by the postmark.

  5. Assignment/ Transfer of the contract

    The Service Provider may freely assign or transfer this Contract, in whole or in part, to any person, to which the Client consents in advance. The assignment or transfer of this Contract will be effective as of the date when the Service Provider notifies the Client. On the date of this notification, the Service Provider will be discharged from all their future obligations under this Contract.

    The Client may not in any event assign or transfer this Contract without the prior written agreement of the Service Provider.

  6. Unforeseen circumstances

    For the sake of legal stability, the Parties intend to waive their right to renegotiate the Contract during its execution (Article 1195 of the Civil Code), in the event of an external and unforeseen change of circumstances, for which they accept the risks, including the financial risks.

  7. Elected domicile

    For the performance of this contract and its consequences, the Parties respectively elect domicile in their registered offices listed at the top of this document. Any amendment to the registered offices or the address of one of the Parties will only be binding to the other Party eight calendar days after having been duly notified.

28. Applicable law and disputes

This contract is governed, interpreted and applied in accordance with French law.

The Parties agree to make every attempt possible to amicably resolve disagreements that might result from the interpretation or execution of this Contract. To this end, before submitting the case to court, the first Party to act shall notify the other by registered letter with acknowledgement of receipt or by email of the dispute with them and of their willingness to find an amicable settlement. Failing such a settlement within a period of 15 (fifteen) days from the date of dispatch of said notification, each of the parties will be free to submit said dispute to the competent court.

Any problems relating to the validity, the interpretation or the execution of the Contract will be submitted, in the absence of an amicable agreement, to the competent courts in Lyon.

APPENDIX 1: DETAILED OFFER

Access to the API enables innovative solutions to be put in place and BIM formats to be used. The main features are:

  • Extracting information from IFC files (Properties, Quantity calculation, Spatial structure, Zones, Classifications, Systems)

  • Geometric conversion (GLTF, SVG)

  • IFC export

  • IFC & GlTF geometry optimisation on 2 levels: duplicated data (factorisation by deduplication of instances and factorisation of legacy data at IFC level) and duplicated geometries (deduplication of shapes by isometry, similarity, homothety)

  • BIM viewer: graphics engine embodying the industry standards in terms of features

  • BIM Checker: alphanumeric & geometric (collisions, distances, spatial relations)

  • BCF 2.1 server

Access to the platform enables collaboration on BIM projects in IFC and BCF open file formats. The following features are available:

  • Electronic document management

  • Rights management

  • Use of an IFC viewer

  • Use of BCF

APPENDIX 2: API DOCUMENTATION

The API documentation is available at https://developers.bimdata.io/

The documentation is updated in accordance with API developments. The features on the date when the contract is signed are:

BimData-API

  • IFC query tool (zones, systems, classifications, properties, elements)

  • Selection by elements, zones, properties, classifications

  • Choice of data to be retrieved

  • Asynchronous task scheduler (conversions, checks, exports)

  • Permissions

  • BCF 2.1 (XML and API)

  • Document storage (IFC, BCF and all document types): GED

  • Storage of check results (progression, history)

BimData-Connect

  • Unified and configured authentication

  • Unique User IDs throughout the whole eco-system

  • Sharing of rights to third-party applications

  • Third-party plug-ins

  • Data control

APPENDIX 3: PERSONAL DATA

  1. Description of personal data processing

    The Service Provider may be required to process personal data necessary to provide the services covered by the Contract.

    The Personal Data that can be processed via the Services is the following: surname, first name, email, phone number.

    The categories of persons concerned are either employees, agents or sub-contractors of the Client, i.e. the Client's clients.

    The kind of operations that may be carried out by the Service Provider on the Data in the context of services are as follows: consultation, recording and conservation.

    The purpose of the operations carried out by the Service Provider on the Client's Personal Data is the provision of Services by the Service Provider, to prepare their invoices and usage statistics for the Services as well as providing any explanation regarding the performance and development of the Services.

    The Service Provider retains responsibility for their database. It is expressly agreed that when providing services, the Service Provider will act exclusively on behalf of and as instructed by the Client, on the basis of the stipulations in this Contract, solely for the purposes and for the durations mentioned above.

  2. Duration of the processing

    The processing as defined in Article 1 is carried out during a period equivalent to the duration of this Contract.

  3. Obligations of the Service Provider with regard to the Client

    The Service Provider undertakes to process the data solely for the purposes mentioned in Article 1.

    The Service Provider undertakes to process the data exclusively on behalf of and as instructed by the Client. If the Service Provider considers that an instruction constitutes a violation of the Applicable law, they shall inform the Client immediately.

    The Service Provider undertakes to only transfer Personal Data outside of the European Union with the prior authorisation of the Client and in a secure environment in accordance with the requirements of the Applicable law, that is to say either to countries with a so called "adequate" level of protection within the meaning of the European authorities for the protection of Personal Data, or to entities having signed the standard contractual clauses such as laid down by the European authorities.

    If the Service Provider is required to transfer data to a third country or an international organisation, under the Union or Member State law to which they are subject, they must inform the Client of this legal obligation before the processing, except if the law concerned prohibits such information on important grounds of public interest.

    The Service Provider undertakes to guarantee the confidentiality of Personal Data processed in the context of this contract.

    The Service Provider undertakes to ensure that persons authorised to process the Personal Data under this contract:

    • undertake to respect confidentiality or are subject to a proper legal duty of confidentiality,

    • receive the necessary training in the field of Personal Data protection.

  4. Sub-contractors of the Service Provider:

    The Service Provider may use another sub-contractor (hereinafter, "the sub-processor") to carry out specific processing activities. In this case, they must inform the Client in advance and in writing and obtain the Client's authorisation. This information must clearly indicate the processing activities sub-contracted, the identity and contact details of the Sub-processor and the dates of the sub-contracting contract.

    The Client has a minimum period of 15 days from the date of receipt of this information to submit their objections, where applicable. The sub-contracting may only be carried out if the Client has not issued any objection during the agreed time frame.

    The Sub-processor is required to respect the obligations of this contract on behalf of and according to the Client's instructions.

  5. Security and notification of Personal Data breaches:

    The Service Provider is responsible for the security of the processing of Personal Data that has been entrusted to them under this Contract.

    The Service Provider undertakes to put in place the technical and organisational measures to ensure a security and confidentiality level appropriate to the risks presented by processing and the nature of the Personal Data processed.

    The Service Provider undertakes to notify the Client immediately of any incident that could potentially affect the Personal Data processed under the terms of of the contract, as well as any Personal Data breach. This notification shall be accompanied by any supporting documentation to enable the Client, where applicable, to notify this breach to the competent supervisory authority. In this context the Service Provider shall inform the Client without delay of all the elements at its disposal concerning the conditions surrounding the security incident and in particular the nature and the extent of the affected data, the number of persons involved, the likely consequences and the technical conditions in which the incident took place.

  6. Data processing register:

    The Service Provider agrees to keep a written record of all the categories of processing activities carried out on behalf of the Client.

  7. Documentation and audits:

    The Service Provider will make available to the Client the necessary documentation to demonstrate compliance with all their obligations and to enable audits and inspections to be carried out by the Client or another auditor that they have mandated and to contribute to these audits. The Client will inform the Service Provider prior to, and at least ten (10) working days before any request for an audit, of the date of the audit and the name of the persons responsible for the audit.

    In the event that the audit reveals a breach of obligation by the Service Provider, the latter expressly undertakes to implement all necessary corrective measures within a period of thirty (30) days from the date when the Client was notified of the breaches and to justify this in writing to the Client.

  8. Obligations of the Client with regard to the Service Provider:

    The Client undertakes to:

    • document in writing any instruction concerning the processing of Personal Data by the Service Provider;

    • ensure, prior to and for the entire duration of the processing, that the obligations laid down by the Applicable law are respected;

    • Monitor the processing, which includes carrying out audits and inspections.

  9. Rights of the persons concerned

    With regard to their Personal Data the persons concerned have the right to access, rectify, erase and object, the right to restriction of processing and data portability, the right not to be subject to an automated individual decision (including profiling).

    To the extent possible, the Service Provider undertakes to assist the Client to fulfil their obligation to respond to requests by the persons concerned to exercise their rights.