Terms of use BCI Gebouw

TERMS OF USE BCI GEBOUW

Version: March 20, 2024

Subject: Terms of Use | License Use BCI Gebouw

 

ARTICLE 1: Definitions

Unless expressly stated otherwise in these Terms or unless the context indicates otherwise, the following definitions apply to the terms capitalized in these Terms:

  • Start Date: the date on which the Bundle starts, being the 1st day of the month in which the Bundle is concluded, or – when the Bundle is concluded simultaneously with the conclusion of a License Agreement – on the same day as the License Agreement is concluded.
  • Alba Concepts: the private company Alba Concepts BV in ‘s-Hertogenbosch, with Chamber of Commerce number 75250942.
  • BCI Gebouw BV: the private company BCI Gebouw BV in ‘s-Hertogenbosch, with Chamber of Commerce number 93136129.
  • BCI: the Building Circularity Index©, the measuring instrument to determine the degree of circularity of (a part of) buildings.
  • BCI Calculation: a BCI calculated by the User within the web-based application BCI Gebouw.
  • BCI Gebouw: the web-based application developed by Planon and Alba Concepts within the Planon platform as described in Article 3 of these Terms.
  • Bundle: the number of Projects (credit) assigned to the User of 1, 10, 25, 50, 100 or a different number, which Projects can be entered into BCI Gebouw for a BCI Calculation.
  • Data: the data entered by the User in BCI Gebouw for a Project, including the associated calculations and elaborations.
  • Guest User: a third party and its employees, who do not have a User Right themselves and who have been invited by a User to use BCI Gebouw within their Bundle.
  • User: the (legal) person who has entered into a License Agreement with BCI Gebouw BV and has been granted a User Right by BCI Gebouw BV under that agreement.
  • User Function: functional use of a (part of a) building, such as residential function, office function, or educational function.
  • User Right: the right to use BCI Gebouw, provided there is sufficient credit in a Bundle, which right is non-exclusive, non-transferable, non-pledgeable, and non-sublicensable.
  • License Agreement: the agreement between BCI Gebouw BV and the User under which the User acquires a User Right.
  • Maintenance Costs: the costs paid by the User for storing and saving the Data entered by the User and the results thereof in BCI Gebouw.
  • Parties: BCI Gebouw BV, User, and/or Guest User.
  • Personal Data: personal data of the User, Guest Users, and their employees as referred to in the General Data Protection Regulation (GDPR).
  • Planon: the private company Planon International BV in Nijmegen, with Chamber of Commerce number 10145547.
  • Project: a new, to be renovated, and/or to be maintained building or part of a building with one User Function.
  • Terms: these terms of use.

 

ARTICLE 2: Applicability of Terms

These Terms apply to all (License) agreements between BCI Gebouw BV and the User.

 

ARTICLE 3: BCI Gebouw

  1. BCI Gebouw is a web-based application, or software, intended for professional users and offered as software as a service, which can calculate the expected CO2, environmental, and circularity performance of a Project based on design, execution, and/or recording data of a Project.

 

ARTICLE 4: Start and duration of the license agreement

  1. The License Agreement is entered into for an indefinite period.
  2. Parties can terminate the License Agreement in writing with a notice period of at least one month.
  3. Notwithstanding the statutory termination options and other rights, BCI Gebouw BV has the right to terminate the License Agreement immediately by cancellation or dissolution, without being liable for damages and without BCI Gebouw BV being obliged to send any notice of default, if:
    1. The User is granted suspension of payments, declared bankrupt, offered a creditors’ agreement, and/or participates in debt restructuring based on the Debt Restructuring Natural Persons Act, ceases its business, and/or liquidates its company;
    2. The User fails to meet the obligations under the License Agreement.
  4. The User is obliged to inform BCI Gebouw BV in writing and in a timely manner about the imminent occurrence of one of the situations described under a. of paragraph 3 of this article.
  5. Regardless of who terminated the License Agreement and for what reason the License Agreement was terminated, if the User has outstanding Projects (credit) in the Bundle upon termination of the License Agreement, this credit will expire. No refund of this credit will be made to the User. The User will no longer have access to BCI Gebouw.

 

ARTICLE 5: Costs and duration of the bundle

  1. The User pays a fixed price for the purchase of a Bundle. This price is communicated to the User by BCI Gebouw BV prior to the conclusion of a Bundle. The types of Bundles are listed on the BCI Gebouw website:(http://www.bcigebouw.nl).
  2. All amounts mentioned are exclusive of VAT.
  3. The price for the Bundle must be paid in one go according to the instructions on the invoice from BCI Gebouw BV.
  4. The User is obliged to pay the invoice from BCI Gebouw BV no later than 30 days after the invoice date. In the event of late payment, the User is in default by operation of law. With regard to this payment, the User does not have the right to invoke suspension or set-off.
  5. Maintenance costs are included in the fixed price mentioned in paragraph 1 of this article. Other costs, such as but not limited to costs for validating a BCI Calculation, are not included in this fixed price.
  6. If a dispute arises between the User and BCI Gebouw BV about the number of Projects (credit) in the Bundle, the number of Projects (credit) in the Bundle as stated in the administration of BCI Gebouw BV is presumed to be correct, unless the User provides evidence to the contrary.
  7. A Bundle is valid for 12 months from the date of purchase. After this period, the number of Projects (credit) in the Bundle expires. No refund will be made to the User for expired Projects (credit).
  8. If the User has not (timely) terminated the License Agreement before their Bundle expires, BCI Gebouw BV is entitled to invoice the User for a new Bundle – which is equal to the Bundle the User had before – and the User is obliged to pay this invoice. BCI Gebouw BV has the right to increase the price of the new Bundle.

 

ARTICLE 6: Access to the bundle

  1. After the payment of the invoice for the costs of a Bundle has been credited to the bank account of BCI Gebouw BV, the User gains access to BCI Gebouw by electronically providing the User with a username and password.
  2. Access is only possible with a valid email address and password. The User is responsible for obtaining and maintaining a valid email address.
  3. If the User leaves any invoice from BCI Gebouw BV unpaid, the User’s access to BCI Gebouw and the associated Bundle will be blocked immediately.

 

ARTICLE 7: Corporate relationships and guest use

  1. The Bundle is in the name of the User and may, except as provided in paragraph 2 of this article, only be used by the User themselves.
  2. The User is only allowed to invite Guest Users within their Bundle to make a BCI Calculation if it concerns a Project to which both the User and the Guest User provide services and/or perform work and/or have a financial interest.
  3. BCI Gebouw BV reserves the right to unilaterally refuse specific Guest Users.
  4. BCI Gebouw BV has the right to unilaterally limit the number of Guest Users per License Agreement to a maximum to be determined by BCI Gebouw BV, even if the License Agreement has already been concluded.
  5. The Project entered by a Guest User is deducted from the User’s Bundle.

 

ARTICLE 8: Maintenance and technical support

  1. BCI Gebouw BV is responsible for the maintenance, management, and technical support of BCI Gebouw.
  2. BCI Gebouw BV is responsible for corrective and/or adaptive maintenance of the server on which the application runs and BCI Gebouw at its own discretion. Any expansion and adjustments of the program resulting from adaptive maintenance apply to all Users and are applied integrally.
  3. BCI Gebouw BV does not provide technical support to Guest Users.

 

ARTICLE 9: Security and privacy

  1. All Projects and Data entered by the User are stored in the protected part of the database linked to BCI Gebouw for the relevant User.
  2. BCI Gebouw BV uses and processes Projects and Data to the extent this information is necessary to allow the User to exercise the User Right. BCI Gebouw BV is also entitled to anonymize Projects and Data and subsequently use them for research purposes.
  3. Except as provided in paragraph 2 of this article, BCI Gebouw BV will refrain from further use of Projects and Data stored by the User in the protected part of the database, unless the User has given prior written permission.
  4. BCI Gebouw BV strives to secure the Data against theft, hacking, destruction, and/or mutilation. BCI Gebouw BV also ensures compliance with relevant laws and regulations, including those in the field of GDPR.
  5. The User is responsible for ensuring good security of their own computer and network to prevent unauthorized use and access. The User is not allowed to provide access data to third parties to gain access to BCI Gebouw and the database.
  6. The User owns the (intellectual) property rights associated with the Data.
  7. After termination of the License Agreement, regardless of the reason and manner of termination, BCI Gebouw BV will delete all Data of the User.
  8. Personal Data is included in the address database of BCI Gebouw BV and/or the address database linked to BCI Gebouw. Personal Data will only be used in the context of the services (including invoicing) associated with BCI Gebouw. BCI Gebouw BV will not make Personal Data available to third parties unless the services of the relevant third party are used in the context of the services associated with BCI Gebouw. The User and their employees have the right to view and/or edit their Personal Data upon first written request.

 

ARTICLE 10: Data

  1. The User guarantees that they have all rights in and to the Data. The User is solely responsible for the quality, integrity, legality, reliability, suitability, and copyright of all Data. The User gives BCI Gebouw BV permission to process Data as considered herein, and such use does not infringe on the rights or laws of third parties. BCI Gebouw BV applies industry-specific conditions regarding the processing of Data in combination with BCI Gebouw. BCI Gebouw BV accepts no responsibility and is not liable for the deletion, correction, destruction, loss, violation, or failure of Data as a result of actions by the User and/or third parties. BCI Gebouw BV and its licensors take technical measures to protect BCI Gebouw and may from time to time access the User’s account as BCI Gebouw BV reasonably deems necessary or appropriate for the performance of the License Agreement, including but not limited to providing support and maintenance services, administration, generating invoices related to the use of BCI Gebouw by the User, and verifying the User’s compliance with the License Agreement.
  2. BCI Gebouw BV implements standard security measures intended to prevent unauthorized access to Data. The User acknowledges that, despite such security measures, the use of or connection to the internet offers unauthorized third parties the possibility to circumvent such security measures and illegally access BCI Gebouw and/or Data. Accordingly, BCI Gebouw BV cannot guarantee the security, integrity, or authenticity of any information thus transmitted over or stored in a system connected to the internet or that such security measures will be adequate or sufficient.

 

ARTICLE 11: User’s duties and obligations

  1. The User may not:
    1. Use BCI Gebouw to store or transmit infringing, defamatory, or otherwise unlawful or illegal material, or to store or transmit material that violates the privacy rights of third parties;
    2. Use BCI Gebouw to store or transmit malicious code, such as but not limited to cancelbots, back doors, easter eggs, time bombs, trap doors, trojan horses viruses, worms, files, scripts, agents, or programs intended to damage, adversely disrupt, intercept, or expropriate any system, data, or personal information (“Malicious Code”);
    3. Intentionally disrupt the integrity or performance of BCI Gebouw or the data of third parties therein and will make reasonable efforts to ensure that no other software, data, or equipment adversely affects BCI Gebouw introduced into its backend systems; or
    4. Attempt to gain unauthorized access to BCI Gebouw or related systems or networks managed by Alba Concepts.

 

ARTICLE 12: User’s duties and obligations

  1. All Parties commit to absolute confidentiality for an indefinite period regarding the confidential information already provided and yet to be provided, originating from the other Party. Any information provided may only be used in the context of the performance of the License Agreement. Parties will not disclose or make such information available to third parties under any circumstances. Information may only be disclosed or made available to employees and advisors of Parties if and to the extent they need the information and these employees/advisors are also bound by a similar confidentiality obligation.

 

ARTICLE 13: Intellectual property rights

  1. All intellectual property rights (including copyright) associated with BCI Gebouw, the associated documentation and materials, and the modifications/adaptations thereof belong to BCI Gebouw BV. The License Agreement expressly does not aim to transfer any intellectual property rights to the User.
  2. The User is not allowed to remove, modify, or make unrecognizable ownership and copyright notices, labels, or other markings applied to BCI Gebouw or documentation.
  3. The User is not allowed to modify, translate, rearrange, or adapt BCI Gebouw and/or documentation, or to create derivative products or services based on them, for any purpose.

 

ARTICLE 14: Transfer

  1. BCI Gebouw BV is entitled to transfer its legal position to the User under the License Agreement to a third party, regardless of the manner in which this transfer takes place. To the extent the User’s consent is legally required for this transfer, the User grants this consent in advance by entering into a License Agreement.

 

ARTICLE 15: Restrictions

  1. The User is not allowed to use one Project in BCI Gebouw for the calculation of multiple (different) projects.
  2. The User Right to BCI Gebouw and/or access data, and all other rights granted hereunder, are not exclusive nor transferable, encumberable with a limited right, sublicensable, rentable, or lendable. This provision is intended to have a proprietary effect.
  3. The User is not allowed to use BCI Gebouw for any purpose other than that for which it is intended.
  4. Failure to comply with the above restrictions will result in immediate termination of the User Right.

 

ARTICLE 16: Warranty and liability

  1. BCI Gebouw is intended solely for use by professional users. The program is a tool that should not be considered a substitute for the professional judgment of the User. BCI Gebouw should not be considered a substitute for independent research into the quality of the design or execution. Due to the large number of possible applications for which BCI Gebouw can be used, BCI Gebouw has not been tested in all circumstances in which it could be used.
  2. In case of malfunctioning of BCI Gebouw, caused by BCI Gebouw BV, BCI Gebouw BV is obliged to remedy the defect within a reasonable period after receiving a written notice of default, in which the nature and extent of the shortcoming are clearly described. The reasonable period to be set will in any case not be shorter than 45 days after receipt of the notice of default.
  3. BCI Gebouw BV strives for the optimal functioning of BCI Gebouw but does not provide any guarantees – in particular but not limited to accessibility, reachability, quality, title, performance, merchantability, suitability for a particular purpose. BCI Gebouw BV does not guarantee that the delivery or accessibility of BCI Gebouw will be uninterrupted or that BCI Gebouw will be error-free. BCI Gebouw BV will make efforts to correct errors but cannot guarantee correction.
  4. BCI Gebouw BV is not liable for damage suffered by the User and/or third parties resulting from the use of BCI Gebouw and any (incorrect) calculations made by this application, except for intent or gross negligence on the part of BCI Gebouw BV or its senior subordinates. Liability for consequential or indirect damage is always excluded. Consequential and indirect damage includes but is not limited to: lost revenue, lost profit, missed opportunities, immaterial damage, environmental damage, and damage to reputation.
  5. The User indemnifies BCI Gebouw BV against all claims from third parties related to BCI Gebouw and the BCI Calculations made for the User.
  6. BCI Gebouw BV is not liable for loss and theft of Data, even if it is caused by viruses, hacking, and other internet crime, nor by other causes.
  7. If BCI Gebouw BV is liable for any reason, the compensation is capped at € 5,000.

 

ARTICLE 17: General provisions

  1. Dutch law applies to these Terms.
  2. These Terms together with the License Agreement constitute the entire agreement between Parties and replace any previous agreement (oral or written) between Parties on this subject, as well as any other communication, advertisement, or advertisement regarding BCI Gebouw and the documentation. Amendment of the Terms can only be done in writing.
  3. If any part of these Terms is void, voidable, or unenforceable, the relevant article (or the unenforceable part thereof) will lapse and these Terms will remain in force for the rest. Furthermore, Parties are obliged to consult each other to replace the unenforceable part with a further agreement that as closely as possible approximates what was originally intended in these Terms.