Last Modified: 25th of October 2023
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
Our Customer Terms of Service is a contract between you (the Customer) and us (Catenda) describing the services we will provide to you, how we will work together, and other aspects of our business relationship. It consists of the following documents:
Master Terms: These contain the core legal and commercial terms that apply to your subscription within this document.
Privacy Policy: This policy describes how we collect, receive, use, store, share, transfer, and process your Personal Data in connection with your use of the Subscription Service. It also describes your choices regarding use, as well as your rights of access to and correction of your Personal Data.
Your Order Form: This is the Catenda-approved form created following your purchase of one of our products or services. It contains all of the details about your purchase, including your subscription term, products purchased and your fees.
These are legal documents so some of the language is necessarily “legalese”, but we have tried to make them as readable as possible. These terms are so important that we cannot provide our products and services to you unless you agree to them. By using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms.
We periodically update these terms. If you have an active Catenda subscription, we will let you know when we do via an email or in-app notification.
1 Definitions
“Agreement” or “Contract” or “Customer Terms of Service” means these Master Terms and all materials referred or linked to in here.
“Billing Period” means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term as specified in the Order Form. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
“Catenda Platform®“: Catenda´s software platform and API, collecting and making available BIM data in building processes. The trademark Catenda® (word mark) is registered as a word mark in the Norwegian Industrial Property Office (in Norwegian “Patentstyret”)
“Catenda Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services.
“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
“Customer Data” means all information that you submit or collect via the Subscription Service. Customer Data does not include Catenda Content.
“Order” or “Order Form” means the Catenda-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are completed through our online payment process or via in-app purchase. The Order may be referred to as a “Statement of Work” if you are purchasing only Consulting Services.
“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law.
“Subscription Fee” means the amount you pay for the Subscription Service.
“Subscription Service” means all of our web and mobile-based applications, tools and platforms that you have subscribed to by an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via https://catenda.com and https://bimsync.com or another designated URL, and any ancillary products and services, including APIs, that we provide to you.
“Subscription Term” means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
“Registered Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-Catenda apps available from, for example, the following: our integrations products page, partner directory, links made available through the Subscription Service.
2 The Contracting Parties
“Catenda“, “we“, “us” or “our” means the applicable contracting entity Catenda AS, Norwegian VAT NO994023977, Drammensveien 288, 0283 Oslo, Norway.
“You“, “your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.
In the following, the Customer and the Catenda may individually be referred to as a ”Party” and together as the ”Parties”.
This Service Agreement (hereinafter the Agreement) is a service agreement between us and you regarding the software system / software-as-a service Catenda Hub (hereinafter Hub).
Catenda Plattform with associated servers and databases are physically located at Amazon Web Services (hereinafter referred to as Operating Partner). We may choose to switch suppliers of cloud services during the term of the Agreement. If we do, we will notify you and plan data migration well in advance.
3 Scope and Use Rights
The Agreement provides you access and the right to use the Subscription Service during the Subscription Term. By using the services you accept the terms of this Agreement. Registered Users get access to the Subscription Service via the Internet by logging on with a specific username and password. Catenda shall retain all rights to all items the Subscription Service consists of.
The Customer shall not acquire any right to use except as expressly stated in this Agreement. The right to use and price is per project unless otherwise agreed in writing. The Customer can invite users. These can be existing users in the Subscription Service. New users will be asked to register with an email and password upon registration.
Number of users, data files and data volume is unlimited per project, but we reserve the right to set limits and offer an additional agreement for extended use. If such limitations do not meet its needs, you are allowed to terminate the Agreement with immediate effect.
Work ordered by the Customer and performed by Catenda in addition to specified deliveries will be invoiced by us at the current consultant rate.
4 Support
If you pay us a Subscription Fee for any Subscription Service, email and in-app support is included at no additional cost.
If you have purchased the Premier Success Plan, phone, email and in-app support is included at no additional cost.
You and the Registered Users have free access to our support by emailing support requests to support@catenda.com.
We attempt to respond to email and in-app support questions within one business day; in practice, our responses are generally faster. We do not promise or guarantee any specific response time.
Support is available during normal business hours from 8:00 am to 16:00 (CEST), with reduced hours during holidays in Norway. We accept email and in-app support questions 24 hours per day x 7 days per week. Email and in-app questions can be submitted through the help widget in the top right hand corner of your account or by following the link at http://support.bimsync.com
We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of Catenda representatives.
If you want increased support or premium response time we are obliged to offer this as an addendum to this Agreement.
5 Operation and Service Availability
Catenda has chosen cloud technology from Operating Partner to quickly scale and ensure stable operation.
We are responsible for the operation and maintenance of the Subscription Service and will strive to make it available for you at all times.
During normal business hours, from 8:00 am to 16:00 (CET) Monday to Friday we shall have the necessary expertise available to ensure operation and maintenance. The base period is reduced by Norwegian holidays and public holidays.
The Subscription Service is to be available on a 24 hour / 7 days a week basis. Uptime is calculated on average for each calendar month. When we have informed you about planned maintenance, the maintenance downtime is excluded from the total downtime.
There should be an uptime of the Subscription Service 97% for us to claim the full price for their services. Scheduled maintenance will be notified in advance and performed outside of the normal business hours.
The monthly rate is reduced by 30% if the uptime is less than 97% and 100% if uptime is lower than 90%.
If the agreed price is reduced because of reduced uptime, this reduction / compensation will be deemed a complete adjustment of the Catenda’s responsibility, and there will be no additional compensation for the relationship.
6 Duties and Rights
Catenda shall ensure that the Subscription Service is available to the Customer and in accordance with the specifications.
Catenda and its employees are under confidentiality and shall not, without express approval, disclose information that one understands or should understand to be confidential in relation to Customers or Registered Users.
Catenda has the right to mention Customer´s name in connection with marketing materials related thereto.
Catenda may not assign our rights or obligations to a third party without written agreement with you.
Upon termination of the Agreement, you and Registered Users are responsible for exporting data out of the Catenda Platform. Catenda can provide assistance if compensated for time spent. Customer Data can then be deleted without notice, unless otherwise agreed.
If you detect unplanned downtime or operational problems, the Customer shall without undue delay report this to Catenda.
Customers may not assign its rights or obligations to a third party without written agreement with the Catenda.
7 Limitations of Liability
Upon material breach of this Agreement, the party affected may claim damages for direct economic loss under general liability policies.
We shall not be liable to the Customer, Registered Users or any third party for any damages, including damages for loss of profits, goodwill, use or data.
Further,we shall not in any way be responsible or liable for content, errors in data files, consequential errors, distortion or loss of data or other consequential loss or damage caused by or related to the transmission of data into or out of the Subscription Service, irrespective of whether such events are attributable to the Customer, Registered Users, other users or third parties with actual access to the Subscription Service, including persons with malicious intentions.
We are not responsible for any loss, unless the loss was caused by gross negligence or willful misconduct by us.
If the Subscription Service or related hardware and software fails, due to reasons intentionally caused by the Customer or connected Registered Users, such as deliberate overloading of the service, error correction will be billed on an hourly basis in accordance with the applicable hourly rate.
Operating Partners limitations of liability to Catenda, shall apply correspondingly to our liability to the Customer.
Catenda´s total and accumulated liability under this Agreement shall in any event be limited to an amount equivalent to the fees due and payable by the Customer during the 12 months preceding the claim question.
8 Intellectual Property Rights, Ownership and Use of Data
Catenda shall retain full copyright and property of all intellectual property rights to the Subscription Service and the results of Customer-specific adaptation in the Subscription Service.
Registered Users own their own respective data loaded into the Subscription Service.
Catenda shall however have the right to access and use all data loaded into the Subscription Service by the Customer and/or Registered Users, provided that:
- the contents of the data are not compromised or disclosed to any third party, other than in an aggregated and anonymized manner;
- such data are only used for analytical and statistical purposes, or to improve the Subscription Service functionality; and
- such data are collected, used and stored in accordance with applicable Norwegian legislation.
9 Term and Termination
Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year.
Unless otherwise specified in your Order, to prevent renewal of your Subscription Service or paid Add-ons, you or we must give written notice of non-renewal to cancellation@catenda.com, and this written notice must be received no later than 30 days before the next renewal period begins.
You may choose to cancel your subscription early at your convenience in the knowledge that we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.
Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal to us or your reseller.
Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
We may suspend any User’s access to any or all Subscription Services without notice for use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement.
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a reactivation fee to reinstate the Subscription Service.
Following the termination of the Agreement, all data belonging to you and the Registered Users may be deleted by us without further notice, unless otherwise is agreed between the Parties.
Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and Catenda Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
10 Payment Conditions
The Subscription Fee will remain fixed during the initial term of your subscription. For example, we may increase your Fees if you: (i) exceed your project limits, (ii) upgrade products or base packages, (iii) subscribe to additional features or products, or (iv) unless otherwise agreed to in the Order.
Upon renewal, we may increase your fees up to our then-current list price. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Terms and Termination’ section above
If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
Payment against invoice. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
Sales Tax (VAT), if applicable, is invoiced in accordance with Norwegian law.
In case of delayed payment, we are entitled to a default interest of 15% p.a. until the Customer has paid the outstanding amounts. Further, we may, subject to 14 days notice, block your access to the Subscription Service in case of outstanding fees.
The Customer is bound to pay the full remuneration for each period even if it chooses to terminate the Contract within the term.
11 Consultancy Services
The fees stipulated in section above do not include any consultancy services.
The Parties may agree on Customer-specific adaptation in the Subscription Service, optionally including moving the Subscription Service to a new operating environment. Unless otherwise agreed, such work will be invoiced at our current hourly rate for consulting services. We may in that case require increased payments for maintenance.
Unless otherwise is agreed, our hourly rate for consultancy services shall be EUR 150. Hourly rates and consultancy fees may be subject to annual adjustments by us.
Travel costs and other expenses incurred by us in connection with the performance of consultancy services shall be based on actual outlays or rates set by Norwegian tax authorities.
12 Force Majeure
In the event of exceptional circumstances beyond control which could not have been foreseen or avoided, including but not limited to intervention or neglect of the authorities, new or amended legislation, delays or interruptions in telecommunications or remote network, massive breakdown in telecommunications lines, conflict in the labor market, embargo, fire, flood or accident of greater scope, the Parties’ respective obligations under this Agreement shall be suspended for as long as the force majeure situation continue to be in force.
The Parties shall not be liable for loss or damage that occurs as a result of any of the above mentioned force majeure situations.
A Party who claims force majeure shall immediately notify the other Party thereof. The Parties shall keep each other informed of the development of the situation. Either Party may terminate the Agreement with immediate effect if the force majeure situation continues for more than two [2] months.
13 Governing law and disputes
Norwegian law shall govern this Agreement. Any dispute arising out of this Agreement, which is not settled amicably between the Parties shall be referred to the ordinary courts of Norway. Oslo district court (in Norwegian “Oslo tingrett”) shall be the venue for the legal proceedings.
14 Assignment
Neither of the Parties can assign any of its rights and obligations under this Agreement to a third party without the prior written approval of the other Party.