Terms of Use - cadwork informatik CI AG

1. Scope

These terms of use ("Terms") govern your access to and use of the online platform BIMteam and related services available on https://bimteam.cadwork.ch/ (together the "Services"), offered by Cadwork Informatik CI AG, Aeschenvorstadt 21, Switzerland ("Company").

To access or use the Services, the legal person on whose behalf you are accessing the services (the "Customer") has to agree to these Terms. The Customer agrees to these Terms by continuing to use the Services. 

These Terms, together with written offers and invoices explicitly referring to these Terms, form a legally binding agreement ("Agreement") between the Company and the Customer. 

The Company may amend the Terms, including the applicable fees, from time to time at its sole discretion by publishing an updated version of the Terms on the Company's websites or, in case fees have been individually agreed upon, by sending an email. In cases of fee changes, such amendments will only be effective starting from the subsequent subscription term. Where possible, the Company will electronically notify the Customer of any material changes to the Terms. The Customer should check the Terms regularly and only use the Services upon acceptance of the changes to the Terms. The Customer's continued use of the Services following any amendments indicates acceptance of the changes to the Terms.

If the Customer does not agree to these Terms, the Customer may not use or access the Services.

Unless explicitly stated otherwise, any reference to goods and services is for informational purposes only and does not constitute an offer to buy or sell any goods or services.

The Customer represents and warrants that they are not a person or entity barred from using the Services under the laws of Switzerland, their place of residence, or any other applicable jurisdiction. Accounts registered by bots or automated methods are not authorized and will be terminated.

2. Service

BIMteam is a cloud-based collaboration platform for coordinated and model-based construction work. 3D building models can be viewed, shared, and presented. Together with our service BIMtoField, BIMteam can be used to assist with site staking. 

The scope of the Services to be provided by the Company is determined by the selected bundles, tiers and/or extensions as described on the Services.

3. Registration

The Customer must register an account to access and use all or part of the Services.

The Customer must provide accurate, current, and complete information during registration and keep their account information up-to-date. Accounts registered by bots or automated methods are not authorized and will be terminated. 

The Customer is responsible for maintaining the confidentiality and security of their account credentials and may not disclose their credentials to any third party. The Customer is responsible and liable for activities conducted through their account and must immediately notify the Company if there is any suspicion that their credentials have been lost, stolen, or their account is otherwise compromised.

4. Payment

The Customer must pay the service fees as indicated on the Services or, in case fees have been individually agreed upon, utilizing the payment methods provided by the Company. 

All fees are payable in advance, invoices are due within 30 days. Late payments result in an interest rate of 5% p.a. 

If not explicitly stated otherwise, all fees are in CHF and excluding VAT and other applicable taxes. The Customer is responsible for bearing all taxes associated with the fees.

In case the Customer does not pay the applicable fees as agreed between the parties and after notice of non-payment, the Company reserves the right to limit or suspend access to the Services. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period.

Any right to set off, retain, deduct, counterclaim, and/or withhold any payments due under the Agreement vis-à-vis the Company is hereby expressly waived and excluded.

Except where prohibited by law, all fees are non-refundable.

5. Rights & Obligations of the Company

The Company will provide the Customer with the Services as agreed in the Agreement.

The Company:

• makes the Services available to the Customer and uses reasonable care and skill in the performance of the Services and in keeping the Services free from viruses and other malicious software programs.
• regularly carries out maintenance or improvements to the Services and its infrastructure, but does not guarantee that the Services will function without any interruption or disruption. The Customer acknowledges that this may result in temporary delays and interruptions from time to time. Where reasonably possible, the Company will inform the Customer about potential interruptions in advance. 
• is permitted and possibly required by law to suspend access to the Services or the Customer's account based upon a reasonable determination of the occurrence or potential for the occurrence of illegal or wrongful activity, fraudulent use, or attempted fraudulent activity. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period.

The Company constantly develops and improves its Services and may modify or either temporarily or permanently stop providing the offered Services or any part of it at its sole discretion. 

The Company reserves a right to ask the Customer to provide feedback through forms, questionnaires, and polls in order to improve their Services ("Feedback"). The Company may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the Customer. The Customer assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to the Company and acknowledges it has no claim in relation to the Feedback.

6. Rights & Obligations of the Customer

The Customer agrees to use the Services in compliance with the Agreement and all legal and moral obligations applicable in the territory where they are located. 

The Customer is obliged to cooperate in the performance of this Agreement to the necessary extent free of charge. Additionally, the Customer is required to comply with the technical guidelines, instructions and notifications provided by the Company. Furthermore, the Customer is obliged to inform the Company immediately if errors or faults occur and to support the Company in the analysis and, if necessary, in the elimination of errors and faults to the extent required.

If the provision of Services under this Agreement is delayed due to the Customer's failure to comply with his duty to cooperate or due to other circumstances for which the Customer is responsible, the Customer shall bear the disadvantages and additional costs incurred.

The Customer must immediately inform the Company of all circumstances within its sphere that might endanger or may be relevant to the providing the Services and all misuses or suspicions of misuse of the Services. 

The Customer may not:

• circumvent or attempt to circumvent any security protection of the Services;
• use the Services in unlawful or fraudulent ways or for any unlawful or fraudulent purpose or effect; 
• access the Services via any automated system or take any action that may impose an unreasonable load on the Company's infrastructure; 
• bypass the measures that the Company may use to prevent or restrict access to or use of the Services. 

The Customer agrees it will not, unless with the Company's prior written permission: 

• try to decompile or reverse engineer the Services or any part of it, or derive the source code; 
• copy, modify, distribute, reproduce, translate, disassemble or use in any other way any information, text, graphics, images, software obtained from the Services, or any other part of the Services; 
• create derivative works based on the whole or any part of the Services or any content available on the Services.

The Customer may not sell, sublicense, allow access to or make the Services or any part of it otherwise available to third-parties, except where such sublicensing, allowing access or making available is within the purpose of the Agreement, e.g. when subcontractors are granted access to the Services for the Customer’s specific purposes.

The Customer is obliged to check their data and information for viruses or other harmful components before entering and uploading it and to use state-of-the-art virus protection programs for this purpose.

The Customer agrees not to use or exploit the Services, any part of it or any content contained there in any data mining or any other similar activity.

7. Term & Termination

The Agreement between the parties remains in full force and effect for the duration of the subscription period. Unless explicitly agreed otherwise, the Agreement will automatically renew for successive one-month subscription periods unless the Agreement is terminated in accordance with the provisions below. 

Either party may terminate the Agreement at any time with immediate effect if the other party is in material breach of the Agreement. This includes, in particular, the Customer’s failure to pay on time. 

In all other cases, either party may terminate towards the end of each subscription period by notifying the other party in text form or via the Services at least 20 days before the end of such subscription period. 

Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination.

8. Intellectual Property

Each party retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights ("Intellectual Property Rights"). All Intellectual Property Rights in the Services or any part of it remain vested in the Company. For the avoidance of doubt, the Customer retains all Intellectual Property Rights in CAD files and all other data it uploads. 

The Services may contain open-source components. Such components are subject to the respective license.

9. Confidentiality & Privacy

The Company treats the confidential information of the Customer with adequate confidentiality standards and processes the Customer’s personal information only as needed. 

The Company collects and processes personal data as described in its Privacy Policy available on the Services. The Company protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union. 

The Customer authorizes the Company to use, process, and store relevant data for the performance of the Agreement and to use anonymized data to improve its services or for analysis purposes.

10. Liability & Indemnity

The Company is fully liable to the Customer for damages resulting from the Company’s gross negligence or wilful misconduct.

In all other cases, the Company’s liability under the Agreement is excluded to the maximum extent permitted by applicable law. In particular, the Company’s liability for damages arising from the use of CAD files that have been used in connection with the Services is excluded to the maximum extent permitted by applicable law.

Neither party may recover from the other party (to the maximum extent permitted by applicable law), regardless of the legal reason, any amount with respect to loss of profit, data, or goodwill, or any consequential, incidental, indirect, punitive, or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.

The Company will not be held liable for inaccuracy or incompleteness of the Services, or the incompatibility of the Services with any specific objectives that the Customer is hoping to achieve. 

The Customer agrees to indemnify and hold the Company harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (i) breach of this Agreement or any legal regulation by the Customer, its employees or other persons acting on behalf of the Customer; (ii) any breach of the Customer's representations and warranties set forth in the Agreement; (iii) the Customer's violation of the rights of a third party; (iv) the use of CAD files that have been used in connection with the Services.

11. Warranties & Representations

The Customer acknowledges and agrees that the Services, except as explicitly stated in this Agreement, are provided on a best-effort basis without warranty of a result or specific outcome. 

The Company does not guarantee the accuracy of displayed data or its suitability for the Customer’s purposes. Customers are obliged to examine displayed data critically.

12. Marketing

The Customer entitles the Company to use the Customer's name, logo, and a brief description of the services provided for advertising purposes on the Company’s website and other marketing or investment materials. Any other use requires the prior consent of the other party.

13. Miscellaneous

Entire Agreement: The Agreement constitutes the entire agreement between the Company and the Customer, and supersedes all prior agreements, between the parties relating to the subject matter of the Agreement.

Priority: Any deviation from the Terms not anticipated by the Terms requires an explicit reference to the altered clause of the Terms. In the event of a conflict between the Terms and written offers and invoices, the Terms will prevail. 

Customer GTC: General terms and conditions of the Customer are excluded unless they have been expressly accepted by the Company. 

Notices: Notices must be given in writing, including e-mail, and need to be communicated:

• To Company's attention: via email to: [];
• To Customer's attention: by publishing on the Services or via email to the last e-mail address provided for this purpose by the Customer. It is the Customer's responsibility to keep the provided contact information up do date.

No Assignment: The Customer may not assign any of its rights, obligations, or claims under the Agreement without the previous consent of the Company. 

Severability: If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect. 

Governing Law & Jurisdiction: These Terms, and all claims or causes of action that may be based upon, arise out of or relate to these Terms shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary court at the seat of the Company has exclusive jurisdiction for all disputes arising from or in connection with the Terms.

Links: The Services may contain third-party content or links to third-party websites. The Company does not assume any responsibility for and does not make any warranties or representations as to any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.