End User Terms and Conditions
Business Day means a day when banks in London are open for business, other than on a Saturday, Sunday or public holiday in England.
Commencement Date means the earliest date specified on the NBS Order Form on which (subject to payment of any Subscription Fee and/ or notification from a third party lender that a credit agreement is effective between the Subscriber and such third party for the financing of the Subscription Fee) the Licence and/or NBS Chorus Service is to commence.
Concurrent User means the Users who are able to access the Product or use the NBS Chorus Service at any one time as stipulated on the NBS Order Form.
Content shall mean all human and machine readable data, other than the Subscriber Data, retained, maintained and displayed in the Product or via the NBS Chorus Service, including the Manufacturer Data.
Contract means the contract, entered into between the Subscriber and RIBAE for the use of the Product and/or the NBS Chorus Service and the Training for the Term, in accordance with these Terms and Conditions.
Data Protection Legislation the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
Initial Term means the initial 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 these Terms and Conditions.
Insolvency Event means circumstances under which a party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts.
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 means the permission given by RIBAE, to the Subscriber, to use the Product for the Term for business purposes as set out in clause 3.1.
Manufacturer Company means a company or organisation which supplies any product, service or other component for construction which may be included in a building specification.
Manufacturer Data shall mean all information, whether submitted by Manufacturer Company, RIBAE, or Subscriber and/or its Users, about a Manufacturer Company, its employees, its representatives and its products.
Material Breach means circumstances under which a party: i) fails to pay an amount due under the Contract on the date due for payment and remains in default not less than seven days after being notified in writing to make such payment; ii) commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or iii) repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract.
NBS means the National Building Specification, a suite of products and services solely and wholly owned, promoted, sold and distributed by RIBAE.
NBS Chorus Service shall mean the ‘software as a service’ known as “NBS Chorus” selected by the Subscriber on the NBS Order Form.
NBS Order Form means the order form signed by the parties which, together with these Terms and Conditions constitutes the Contract.
NBS ID means the identification account system provided by RIBAE, through which a User creates the ID necessary in order to access and use the Product and/or the NBS Chorus Service.
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.
Privacy Settings means Subscriber controlled settings accessible either: via the Product and/or the NBS Chorus Service or, where such functionality is not included in the Product and/or the NBS Chorus Service, by contacting RIBAE’s support team with instructions 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 Title means the name given to a project 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.
Renewal Period shall have the meaning set out in clause 12.1.
Service Levels shall mean the service level targets for the NBS Chorus Service set out in RIBAE’s service level policies from time to time as accessible via https://www.thenbs.com/legal/nbs-chorus-service-level-policy and subject to the exclusions set out in such policies from time to time.
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 company who has paid the Subscription Fee in full, to RIBAE, for use of the Product and/or the NBS Chorus Service for their desired number of Users for business purposes.
Subscriber Data means any data, other than Manufacturer Data, added to the Product or uploaded via the NBS Chorus Service by the Subscriber or any User throughout the Subscription.
Subscription means the Subscriber’s right to use the Product and/or access the NBS Chorus Service.
Subscription Fee means the licence fee payable by the Subscriber, to RIBAE, for the use of the Product for the Term and/or the service fees for the NBS Chorus Service for the Term as specified in the NBS Order Form from time to time.
Term means (subject to any earlier termination in accordance with these Terms and Conditions) the Initial Term together with any subsequent Renewal Periods.
Terms and Conditions mean these terms and conditions relating to the use of and ownership of the Product and the NBS Chorus Service and receipt of the Training.
Training means the training services to be provided by RIBAE to the Subscriber as set out on the NBS Order Form or, subject always to these Terms and Conditions, as otherwise agreed in writing by the parties from time to time.
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 or access the NBS Chorus Service by the Subscriber for business purposes and has created an NBS ID and password and who has accepted any end user licence agreement provided by RIBAE from time to time.
2.1.Neither the Product nor the information it contains nor the information provided through the NBS Chorus Service or as part of the Training are 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.Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
2.3.Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or terms preceding those terms.
2.4.This Contract will be formed upon being signed in writing by both parties.
2.5.The Subscriber and Users acknowledge this Contract represents a business to business transactionbetween the parties. Use of the Product and or NBS Chorus Service shall be for either business or, where set out on the Order Form, educational purposes only. Consumer legal protections shall not apply to this business to business Contract.
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 for business purposes. 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 and 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.Subject to the payment of any additional fees for the same, 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 from the UK on 0345 456 9594 or from outside the UK on +44 (0)191 232 9594.
3.5.Subject to compliance in full with these Terms and Conditions, the Subscriber and its Users may reproduce part or parts of the Content either alone or in conjunction with the Subscriber Data;
3.5.1.for the purposes of the Subscriber’s and its Users’ 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 (“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 or tender for 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 and shall ensure that all Users accept the terms of any end user licence agreement provided by RIBAE for such purposes from time to time.
4. Subscription Fee
4.1. The Subscriber shall pay to RIBAE the Subscription Fee.
4.2. The Subscriber acknowledges and agrees that it is its sole responsibility to finance the Subscription Fee on a basis which is commercially appropriate for its business and that where finance is provided by a third party, whether such third party is introduced by RIBAE or otherwise, then the Subscriber is solely responsible for discharging its obligations to such third party including where the Subscription is cancelled or the Contract is terminated.
4.3. RIBAE shall invoice the Subscriber for the Subscription Fee upon receipt, by RIBAE, of the signed NBS Order Form from the Subscriber. RIBAE shall be under no obligation to perform any of its obligations under the Contract unless and until the Subscription Fee is paid in full.
4.4.The Subscription Fee is exclusive of VAT, which shall be added to all invoices at the rate prevailing at the date of invoice.
4.5. Subject to the parties agreeing in writing to the contrary, the Subscriber agrees to pay any invoice relating to the Contract immediately on receipt of the relevant invoice. Without prejudice to any other rights or remedies of RIBAE if any amount of the Subscription Fee or the fees for Training payable under clause 11 are outstanding for more than 7 days following receipt of such invoice, RIBAE may, by written notice, deem the Contract be terminated by default, resulting in cancellation charges of 100% of the remaining value of the Subscription Fee. Subscriber acknowledges that the cancellation charges are a genuine estimate of RIBAE’s potential loss and are not a penalty. 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 on any such overdue sums. For the avoidance of doubt, in addition to interest payments the Subscriber shall pay on demand all RIBAEs reasonable costs and expenses incurred in enforcing this contract and recovering overdue monies and interest from the Subscriber.
4.6. At least 90 days prior to the end of the Initial Term or any Renewal Period:
4.6.1.RIBAE shall notify the Subscriber of any adjustments to its subscription and training fees;
4.6.2.Subscriber will notify RIBAE of any changes it wishes to make to its Subscription; and
4.6.3.the parties may agree changes to the Licence, the number of Concurrent Users, the Subscription or the Training; for the forthcoming Renewal Period. RIBAE will send an invoice for the Subscription Fee applicable for such Renewal Period.
5. Intellectual Property Rights
5.1. All of the Intellectual Property Rights in the Product, the NBS Chorus Service, the Content and in any materials or software created or used in the provision of the Training are, and shall remain at all times, the sole and exclusive property of RIBAE or its licensors. All such rights are reserved. The Subscriber shall acquire no rights in the Product, the NBS Chorus Service, the Content or the materials or software created or used in the provision of the Training 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 logos appearing in, on or in connection with the Product or the NBS Chorus Service are owned by RIBAE or its licensors. The Subscriber may not use or display any such trademark, product name, trade name, or logo without RIBAE’s or the relevant owner’s prior written consent.
6. Prohibited Uses
6.1. The Subscriber may not reproduce in any form, any part of the Product, the NBS Chorus Service, the Content or any materials or software used or created in the provision of the Training 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 its consent) or as otherwise specified in these Terms and Conditions or as is necessary for the Subscriber to make full use of the functionality of the Product or the NBS Chorus Service, 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 the NBS Chorus Service 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 the NBS Chorus Service or in some other way serves the same or a similar purpose as the Product or the NBS Chorus Service;
6.2.2. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Product, the Content, the NBS Chorus Service or any materials or software used or created in the provision of the Training (as applicable) in any form or media or by any means; or
6.2.3. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Product, the NBS Chorus Service or any software used or created in the provision of the Training except as permitted in law; or
6.2.4. provide any competitor to NBS with access to the NBS Chorus Service and/or the Product; or
6.2.5. subject to clause 3, licence, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Product, the NBS Chorus Service, the Content or any materials or software used or created in the provision of the Training available to any third party except the Users provided that third parties who are not employees of the Subscriber shall only be granted access to and use of the Product and/or NBS Chorus Service as Users to the extent and for such period as is absolutely necessary for them to collaborate with the Subscriber on a project being managed by the Subscriber using the Product and/or NBS Chorus Service.
6.3. The Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Product or the NBS Chorus Service and, in the event of any such unauthorised access or use, promptly notify RIBAE.
6.4. The Subscriber shall not access, store, distribute or transmit during the course of its use of the NBS Chorus Service, or of any other software used as part of the Training or the Product, any viruses, or any illegal or offensive material, including but not limited to material that is harmful, threatening, defamatory, obscene, infringing, harassing, offensive or discriminatory based on race, gender, colour, religious belief, sexual orientation, or disability. RIBAE reserves the right, without liability or prejudice to its other rights against the Subscriber, to suspend or disable the account of any Subscriber or individual Users whom RIBAE reasonably suspects of breaching the provisions of this clause 6.4.
6.5. The Subscriber shall procure that any User acting under its authority shall comply with the restrictions imposed in this clause 6.
7. Confidentiality and Data Protection
7.1. Any information imparted to the Subscriber relating to the Product, the NBS Chorus Service or the Content or during the Training, shall be kept confidential by the Subscriber and any User, and shall be used solely in connection with the normal use of the Product and/or the NBS Chorus Service strictly in accordance with these Terms and Conditions.
7.2. Subject to clauses 7.5, 7.6 and 7.7, RIBAE may incorporate, make use of and record information relating to the usage of the Manufacturer Data and the usage, performance and functionality of the Product and NBS Chorus Service and the Content including User name and contact details, NBS ID, Subscriber name and contact details, Project Title and analytics, statistics and data relating to usage of the Product or the NBS Chorus Service or the Content.
7.3. Subject to clause 7.7, RIBAE may use all Manufacturer Data for any commercially reasonable purpose.
7.4. Subject to clauses 7.5, 7.6 and 7.7, the information specified in clause 7.2 may, in RIBAE’s absolute discretion be used, or stored internally by RIBAE or shared with and disclosed to third parties for such purposes as RIBAE deems appropriate from time to time provided that RIBAE will not share any personal data (including email addresses) with Manufacturer Companies.
7.5. The Subscriber shall adjust the Privacy Settings within the Product and/or NBS Chorus Service to indicate where certain information cannot be used, shared or disclosed by RIBAE in accordance with this clause 7 provided that RIBAE shall have no liability where the Subscriber fails to adjust such Privacy Settings.
7.7. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
7.8. The Subscriber acknowledges and agrees that:
7.8.1. neither the Product nor the NBS Chorus Service are intended for storing or otherwise processing any personal data on behalf of the Subscriber;
7.8.2. RIBAE is not appointed as a data processor under the Contract;
7.8.3. it shall ensure no personal data is entered, stored or otherwise processed using the Product or NBS Chorus Service other than as set out in clause 7.8.4 and will immediately notify RIBAE upon becoming aware of any breach of this clause 7.8.3;
7.8.4. email addresses of the Subscriber and Users may be used by RIBAE to create NBS ID and User accounts, but RIBAE and the Subscriber shall hold such information separately, each as a controller. The Subscriber and Users shall only provide personal data to RIBAE for the purposes of this sub-clause 7.8 where entitled to do so under the applicable Data Protection Legislation;
(terms used in this clause 7.8 shall have the meaning given in the Data Protection Act 2018).
7.9. Without prejudice to the generality of clause 7.7 the Subscriber will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to RIBAE for the duration and purposes of the Contract so that RIBAE may lawfully use, process and transfer the personal data in accordance with the Contract.
7.10. Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
7.11. Subject to clause 7.10, RIBAE may subcontract the processing of some or all data (including, for the avoidance of doubt, Subscriber Data, Manufacturer Data, Content, and User data, in each case whether personal data or non-personal data) under the Contract to third parties.
8. Subscriber Data
8.1. The Subscriber and its licensors shall retain ownership of the Intellectual Property Rights in the Subscriber Data and the Subscriber is solely responsible for ensuring that the Subscriber Data is accurate and complete.
8.2. Subject to clauses 7.2 and 7.4 RIBAE shall not, in any circumstance, copy any Subscriber Data or incorporate that Subscriber Data into any other RIBAE product or service without first obtaining the written consent of the relevant Subscriber.
8.3. RIBAE shall not, in any circumstance, be liable for the legality, reliability, integrity, quality or accuracy of the Subscriber Data or any data or Content (including any Manufacturer Data) which is supplied by a third party (including a Manufacturer Company) which is provided to the Subscriber through use of the Product or NBS Chorus Service.
8.4. Subscriber Data will be stored securely by RIBAE up to a limit of 10GB free of charge. RIBAE reserves the right to review this data storage limit from time to time, and to charge Subscribers in the event that a Subscriber exceeds the data storage limit for its licensed number of Concurrent Users.
8.5. Where the Subscription is terminated in accordance with these Terms and Conditions the Subscriber’s access to all of the Subscriber Data will be lost on the termination date. It is the Subscriber’s responsibility to export and save such Subscriber Data to its own storage media prior to the date of termination. RIBAE shall retain the Subscriber Data relating to the “NBS Create” Products and NBS Chorus Service for two years from the date of termination and may, on request and subject to payment of its fees for the same, provide an export of such Subscriber Data to the Subscriber during such 2 year period. The Subscriber acknowledges and agrees that RIBAE shall not retain any Subscriber Data held within any “NBS Building” Product.
8.6. RIBAE accepts no responsibility for any liability arising from the use of the Subscriber Data by third parties in the course of the Subscriber’s use of the Product and the Content and/or the NBS Chorus Service.
9. Clause 9 shall apply only to those Subscribers who select the following Products on the NBS Order Form: NBS Building; NBS Contract Administrator; NBS Landscape or NBS Scheduler
9.1. 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.
9.2. 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.
9.3. The Subscriber undertakes that the Product shall only be installed and used by its employees and shall not be installed or, subject to clause 6.2.5, used by third parties.
9.4. Upon the termination of the Subscription the Subscriber shall not:
9.4.1. be entitled to open or use the Product; or
9.4.2. have access to any project upon which it was working during the Subscription.
10.1. NBS Chorus Service
10.2. Subject to these Terms and Conditions, RIBAE hereby grants to the Subscriber a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Users to use the NBS Chorus Service and any associated documentation during the Term solely for the Subscriber's internal business operations.
10.3. In relation to the Users, the Subscriber undertakes that:
10.3.1. the maximum number of Users that it authorises to access and use the NBS Chorus Service and any associated documentation shall not exceed the number specified on the NBS Order Form;
10.3.2. it will not allow or suffer any User log-in to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the NBS Chorus Service and/or the associated documentation;
10.3.3. each User shall keep a secure password for use of the NBS Chorus Service and that each User shall keep this password confidential;
10.3.4. it shall permit RIBAE or its designated auditor to audit the NBS Chorus Service in order to establish the identity of each User;
10.3.5. if any of the audits referred to in clause 10.3.4 reveal that any password has been provided to any individual who is not a User, then without prejudice to RIBAE's other rights and remedies, the Subscriber shall bear the costs of the audit and shall promptly disable such passwords and RIBAE shall not issue any new passwords to any such individual; and
10.3.6. if any of the audits referred to in clause 10.3.4 reveal that the Subscriber has underpaid the Subscription Fee to RIBAE, then without prejudice to RIBAE’s other rights and remedies, the Subscriber shall pay to RIBAE an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.
10.4. RIBAE shall, during the Term, provide the NBS Chorus Service and make available any associated documentation to the Subscriber on and subject to these Terms and Conditions.
10.5. RIBAE shall make the NBS Chorus Service available in accordance with the Service Levels. The provision of a Service Credit shall be the Subscriber’s sole and exclusive remedy for the specified Service Level failure.
10.6. RIBAE shall follow its standard archiving procedures for Subscriber Data held within the NBS Chorus Service, as may be amended by RIBAE in its sole discretion from time to time. In the event of any loss or damage to Subscriber Data, the Subscriber’s sole and exclusive remedy against RIBAE shall be for RIBAE to use reasonable commercial endeavours to restore the lost or damaged Subscriber Data from the latest back-up of such Subscriber Data maintained by RIBAE in accordance with such archiving procedures. RIBAE shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party.
11. Support and Training
11.1. RIBAE shall be under no obligation to provide any support or maintenance services to the Subscriber in respect of its use of the Product or the NBS Chorus Service but may, in its absolute discretion, provide to the Subscriber the assistance and support in relation to the Product and the NBS Chorus Service upon the request of the Subscriber as is set out in its support policy from time to time as available via www.thenbs.com/legal from time to time.
11.2. 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 required in response to operating difficulties caused by matters outside RIBAE’s control including the Subscriber’s operating errors or shortcomings, or defects in any of the Subscriber’s hardware or software.
11.3. RIBAE shall provide the Training to the Subscriber in accordance with the description of the same set out on the NBS Order Form or as otherwise agreed in writing by the parties and at the locations and for the maximum number of delegates specified on the NBS Order Form or as otherwise agreed in writing by the parties.
11.4. RIBAE shall use its reasonable endeavours to provide the Training on the dates and at the times specified on the NBS Order Form or as otherwise agreed in writing by the parties, but time shall not be of the essence in respect of such dates and times.
11.5. The Subscriber acknowledges and agrees that RIBAE does not warrant or guarantee that any Users who participate in the Training will, as a result of the Training, be proficient or competent in the subject matter of the Training and it is the Subscriber’s responsibility to ensure that all Users are appropriately trained and skilled in the use of the Product and the NBS Chorus Service prior to them being given access to the same.
11.6. The Subscriber shall pay the fees for the Training specified on the NBS Order Form or otherwise agreed in writing between the parties (together with any expenses reasonably incurred in the provision of the Training, including travel, accommodation and subsistence expenses) immediately on receipt of RIBAE’s invoice for the same which may be issued at any time after the receipt of the signed unamended NBS Order Form from the Subscriber. The fees for such Training are exclusive of VAT, which shall be added to all invoices at the rate prevailing at the date of invoice.
11.7. For any Training which is delivered on line RIBAE does not guarantee that access to the website through which Training will be delivered will be available or uninterrupted or that such website will be free of bugs and viruses and the Subscriber is responsible for:
11.7.2. providing such access to its premises, facilities, equipment, information and materials and acquiring all such licences and consents as are required by RIBAE in order to deliver the Training; and
11.7.3. ensuring all relevant Users are available for and attend the Training on the dates and at the times specified on the NBS Order Form or as otherwise agreed in writing between the parties and ensuring that all Training is completed by the relevant Users by the end of the Initial Term or the Renewal Period in which it is ordered and the Subscriber agrees that Training which is not so completed cannot be carried over into the next Renewal Period.
12. Renewal and Termination
12.1. The provision of the NBS Chorus Service and the Licence shall, unless otherwise terminated as provided in this clause 12, commence on the Commencement Date and shall continue for the Initial Term and, thereafter, shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:
12.1.1. either party notifies the other party of termination of the provision of the NBS Chorus Service and/or the Licence, in writing, at least 90 days before the end of the Initial Term or any Renewal Period, in which case the Contract shall terminate in respect of the NBS Chorus Service and/or the Licence and any relevant Training not then completed upon the expiry of the applicable Term or Renewal Period; or
12.1.2. otherwise terminated in accordance with the provisions of the Contract.
12.2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:
12.2.1. commits a material breach of the Contract;
12.2.2. is subject to an Insolvency Event; or
12.2.3. suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
12.3. On termination of the Contract in whole or part for any reason:
12.3.1. the Subscription, the Licence and all other licences granted under the Contract and any services provided under the Contract shall, to the extent that the Contract has terminated, immediately terminate and the Subscriber shall immediately cease all use of the Product and/or the NBS Chorus Service to the extent its right to do so has been terminated;
12.3.2. each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party (including any materials or software used or created in the provision of the Training) and used in relation to those aspects of the Contract that have terminated;
12.3.3. RIBAE may, subject to clause 8.5, destroy or otherwise dispose of any of the Subscriber Data in its possession in respect of those aspects of the Contract that have been terminated;
12.3.4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced and any provisions of the Contract which are expressed, implied, or by their natrure might be expected, to continue after termination shall do so;
12.3.5. no refund of the Subscription Fee or any fees in respect of Training shall be made; and
12.3.6. RIBAE shall not be obliged to provide any Training which has not been completed as at the date of termination
12.4. In the event of the termination of the Contract in whole or part, RIBAE shall, where the NBS Chorus Service has been terminated, be entitled to disable the Subscriber’s access to the NBS Chorus Service and, where the Licence has been terminated, 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. Subject to clause 8.5 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 clauses 12.3 and 12.4.
13. Warranties, Remedies and Limitation of Liability
13.1. RIBAE shall not be liable to the Subscriber, for any failure to provide the Training, the Product and/or NBS Chorus Service or any failure of, or fault or error in, the Product or any materials or software used or created in the provision of the Training occasioned by circumstances beyond its reasonable control, including (but not limited to) the Subscriber or any User’s inability to connect to the internet or the unavailability of any broadband or internet services of the Subscriber or any User, 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.
13.2. RIBAE warrants that the Product and the NBS Chorus Service will be virus-free as at the Commencement Date and that the Training will be provided with reasonable skill and care
13.3. RIBAE warrants that the Product will perform and the NBS Chorus Service will provide the functionality and features substantially in accordance with the accompanying documentation supplied by RIBAE, provided that each is properly used in conjunction with the equipment and operating systems for which they were designed. 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 and the provisions of clauses 12.3 and 12.4 shall apply.
13.4. The warranties set out in clauses 13.2 and 13.3 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.
13.5. RIBAE does not warrant that the Training, the Product or the NBS Chorus Service will meet the Subscriber’s requirements or that the operation of the Product or use of the NBS Chorus Service will be uninterrupted or error free, or that all errors in the Product or the NBS Chorus Service can be corrected. The Subscriber installs and uses the Product and uses the NBS Chorus Service at the Subscriber’s own risk and, subject to clause 13.7, in no event will RIBAE be liable to the Subscriber for any loss or damage of any kind arising from the use of or inability to use the Product or the NBS Chorus Service or from errors or deficiencies in the Product or the NBS Chorus Service or the Training whether caused by negligence or otherwise, except as expressly provided in these Terms and Conditions.
13.6. RIBAE has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in these Terms and Conditions reflect the insurance cover RIBAE has been able to arrange and the Subscriber is responsible for making its own arrangements for the insurance of any excess loss.
13.7. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
13.7.1. death or personal injury caused by negligence;
13.7.2. fraud or fraudulent misrepresentation; and
13.7.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.8. Subject to clause 13.7, RIBAE’s total liability to the Subscriber shall not exceed the aggregate amount of the Subscription Fee and the fees for Training actually paid by the Subscriber to RIBAE in the immediately preceding period of twelve months. RIBAE’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
13.9. Subject to clause 13.7, RIBAE excludes liability for any loss of use or corruption of data and any indirect or consequential loss including but not limited to loss of: i) profits; ii) sales or business; iii) agreements or contracts; iv) goodwill; and iv) anticipated savings.
13.10. Clause 13 shall survive termination of the Contract.
13.11. The Product may include, or the NBS Chorus Service or the Training may provide, links to third party websites. RIBAE is not responsible or liable for:
13.11.1. the availability or accuracy of such websites; or
13.11.2. the content, products, or services on or available from such websites or the data protection or privacy practices of such websites; and
13.11.3. 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 and any User’s use of any such websites.
14. Entire Agreement
14.1. These Terms and Conditions (together with the relevant NBS Order Form) constitute the entire agreement between the parties relating to the Contract and neither party has relied on any representation made by the other party unless such representation is expressly included in these Terms and Conditions or on the NBS Order Form. These Terms and Conditions shall apply to the Contract to the exclusion of any other terms that the Subscriber seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
14.2. 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.
14.3. If any provision of these Terms and Conditions or any part of them shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.
14.4. 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.
14.5. 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.
14.6. 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 the Contract.
14.7. The Contract is personal to the Subscriber and the Subscriber shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract.
14.8. RIBAE may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under the Contract and may subcontract or delegate any or all of its obligations under the Contract to any third party.
14.9. Subject to clause 15, any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business (in any other case). Any notice shall be deemed to have been received:
14.9.1. if delivered by hand, on signature of a delivery receipt; and
14.9.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
15. Updates and variation
15.1. RIBAE may make updates to these Terms and Conditions (“Updates”) from time to time and will make the updated terms available at the following URL: https://www.thenbs.ca/legal/end-user-terms-and-conditions, or such other location as RIBAE may notify to Subscriber from time to time. RIBAE will provide notice of any Update to Subscriber via email to the email address provided in the NBS Order Form, unless otherwise agreed between the parties. Subscriber is responsible for ensuring that their contact details for such notice are accurate and up to date. Any Update necessary for compliance with applicable law will become effective immediately. Any other Update will become effective 30 days after RIBAE provides notice to Subscriber of such update. If an Update has a material adverse impact on the Subscriber, and the Update is not required in order to comply with applicable law, the Subscriber may notify RIBAE within 30 days of receiving notice of an Update that the Subscriber does not accept such Update. Where the Subscriber provides such notice, it will remain governed by the terms in effect immediately prior to the Update until the earlier of: i) the end of the then current Initial Term or Renewal Period; or ii) 12 months after Subscriber receives notice of the Update.
15.2. To the extent of any conflict between an Update and any other agreement between the parties, the Update will take priority unless: i) Subscriber is otherwise notified by RIBAE; or ii) such agreement explicitly states that it is intended to take priority over any updates to the Terms and Conditions.
16. Governing Law and Jurisdiction
16.1. 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