We know that nobody likes to read terms and conditions. For legal reasons, we cannot refrain from listing the official terms of service in full. To make it easier for you to read them, we have summarized them in simple words. In this way you can get an impression of what the terms and conditions are all about:
You may use the SaaS platform to convert your input data (architectural model) into output data ("abstractBIM").
You are responsible for the quality, provision and use of the input and output data.
The input and output data belong to you as a customer.
“Abstract” has the right to use this input and output data for analyzes, to improve the service and to create new offers based on these analyzes.
The input and output data are stored on servers in Switzerland.
Read the legally binding wording:
General Terms and Condition (GTC)
of abstract ltd, Bruderholzstrasse 32, 4053 Basel, Switzerland („abstract“)
These General Terms and Conditions (hereinafter "GTC") apply to the software as a service provided by abstract to its customers (“Customer”) on its web platform https://www.abstract.build (“SaaS”).
The SaaS consist of online building information modelling (“BIM”) for building performance simulation. Customer uploads building information (e.g. building data, content and/or other information) to abstract via the web platform (“Input Data”) and abstract returns computed building related results as SaaS to Customer (“Output Data”).
In addition to the SaaS, abstract may provide storage space on its servers to Customer.
Structure and Precedence
The Parties agree on the following structure of documents constituting the agreement: (1) any supplementing (online) terms between abstract and Customer, e.g. service selection and pricing terms; and (2) these GTC.
In case of a conflict between the terms the order of precedence in section 2.1 shall prevail. Omitted terms in a document are completed by terms of the subordinate document. In case of a conflict between terms of documents of the same order, the terms of the later document shall prevail over those of the earlier document.
Any general terms and conditions of business or purchase terms of Customer are explicitly excluded.
The SaaS is provided by remote access, i.e. Internet.
The SaaS is delivered from abstract to Customer at the outgoing router interface of abstract’s data centre. Customer’s access to the Internet, network connection as well as provision and maintenance of the necessary hardware and software is not subject of these GTC.
abstract shall provide Customer the necessary login credentials for the remote access to the SaaS.
Partial delivery of the SaaS is permissible.
Ownership and License
Customer, and its licensors respectively, shall retain ownership and own the Input Data and Output Data. The intellectual property rights pertaining to the Input and Output Data shall vest in Customer, or its licensors respectively.
abstract, and its licensors respectively, shall retain ownership and own the SaaS. The intellectual property rights pertaining to the SaaS shall vest in abstract, or its licensors respectively. abstract, and its licensors respectively, shall own all rights in developments, translations, changes and updates/-grades of the SaaS and any copies made thereof as well as the rights of any decompilation of the software and copies thereof.
abstract grants Customer a non-exclusive, non-transferable, temporary, royalty-bearing and revocable right to use the SaaS on the servers of abstract according to these GTC to generate the Output Data.
The right granted to Customer in section 4.3 is limited to the use of the SaaS within Customer’s organisation and for internal purposes only. The SaaS shall not include the right to sub-license, sell, lease, transfer or otherwise grant third parties a right to use or otherwise access to the SaaS, in parts or in whole.
Customer shall only use components and functional blocks of the SaaS stipulated in these GTC, even if Customer can technically access other (protected or non-protected) SaaS.
The SaaS shall not include any right to use trademarks, company names, or other designations of abstract for advertising purposes or for other publications. Customer shall not, in part or in whole, remove, alter, conceal or hide any intellectual property endorsements, such as, for instance, notices of trademarks, copyrights, patent rights, design rights and other proprietary notices of the SaaS, nor allow any such removal, alteration, concealing or hiding.
Customer shall not, in part or in whole, copy, translate, disassemble, derive the source code from the object code, for example, by decompiling or reverse engineering the SaaS.
Any change of use of the SaaS requires the prior written consent of abstract.
Term and Termination
The agreement between abstract and Customer comes into force on the day of the online acceptance of the SaaS and these GTC by Customer.
The term of the SaaS is dependent of the service model procured and Service Fee paid. The term is extended if and to the extent Customer pays the Service Fee for the next service period.
abstract may terminate the agreement (incl. these GTC) any time with a two (2) month notice period and revoke the online access to the SaaS, if Customer materially breaches the agreement, incl. these GTC. A breach of the terms in sections 4 and 7 or a payment default of more than sixty (60) days is deemed to be a material breach.
Upon termination of the agreement, Customer’s remote access right to the servers of abstract and Customer’s right the use of the SaaS shall ceases immediately. Customer shall entirely and irrevocably delete all login credentials for the remote access. Customer shall inform abstract unsolicited about such deletion. If Customer does not comply with this deletion obligation or if Customer accesses the servers of abstract and/or uses the SaaS after termination of the agreement (incl. these GTC), then abstract shall be entitled to continue invoicing any recurring fees.
Customer shall pay a fee for the SaaS (“Service Fee”). The Service Fee is stipulated in the separate pricing schedule of abstract at https://www.abstractbim.com/#pricing. The Service Fee is due in advance, the latest on the day the SaaS is provided.
The Service Fee is also due by Customer even if the remote access to the servers of abstract (or its service provider) is down and/or the SaaS occurs by unauthorised third parties with the remote access credentials of Customer.
Consulting or maintenance services and remuneration theirefor compensation are stipulated in separate agreements.
abstract uses third-party payment service providers for settlement of the Service Fee. Their general terms and conditions apply to their services.
Unless stipulated otherwise in the agreement, all amounts exclude any applicable VAT. VAT shall be added to the invoice by abstract and is due by Customer.
Customer shall be liable for any interest on overdue payments under these GTC commencing on the date such payment becomes due. The annual interest rate shall be five per cent (5%) per year. abstract may invoice reminder charges.
Customer shall be responsible and accountable for the selection, provision, installation, implementation, system requirements, use and maintenance of the necessary hardware, software and network services for (i) the remote access up to the router interface of abstract’s data centre, and (ii) the use of the SaaS.
Customer shall be responsible for the security of any Input Data that is transmitted to, or stored on, the servers of abstract by Customer. Customer shall remain responsible at all times for securing and backing up its systems and its Input Data and Output Data (e.g. business recovery).
Customer shall protect its, and its own users’ respectively, login, identification and authentication credentials for the remote access to the servers of abstract from access by unauthorized third parties and shall not disclose any such credentials to any unauthorised third parties. Customer shall inform abstract immediately if there are indications that an unauthorised third party has obtained access to the login, identification or authentication credentials, or if such credentials could be misused.
Customer shall not, nor allow others to, misuse the SaaS. In particular, Customer shall not transmit, or allow others to transmit, any Input Data, which are illegal or which infringes copyrights and/or other intellectual property rights of third parties, to the servers of abstract. Customer shall remain responsible for its own, and for its users’ respectively, Input Data.
Customer shall refrain from retrieving information or data by unauthorized access or by access of an unauthorized third party. Customer shall also refrain from accessing the SaaS, or from penetrating data networks, without authorisation of abstract.
Prior to any remote access or transfer of Input Data by Customer, and/or by end users of Customer, Customer represents that all Input Data have been scanned with state-of-the-art anti-virus programs.
If the Input Data transferred by Customer infringe third party rights, then abstract may disable such Input Data in parts or in whole. In such event Customer shall either provide or acquire the necessary rights to access and process such Input Data. If Customer does not comply with this request, abstract shall be entitled to delete the Input Data and/or terminate the agreement for cause without notice. Customer shall defend, indemnify and hold abstract harmless in case of any third party claim regarding the Input Data uploaded to and stored on the platform as well as processed during the SaaS. abstract’s rRight to claim damages remains reserved.
Customer remains responsible for any use of Output Data by it, its customers or other third parties.
Representation and Warranty
abstract represents that the SaaS are provided with diligently and with due care.
Customer shall have no claim of warranty of goods and services and/or of warranty of title against abstract beyond section 8.1. In particular, abstract represents and warrants neither merchantability, nor that the SaaS works without interruption, free of errors and/or under all possible operating conditions, nor that abstract will correct (for avoidance of doubt also work-around) all defects of the SaaS, nor that the SaaS and/or Output Data do not infringe third party rights.
abstract explicitly excludes any and all representations and warranties with regard to the Output Data, in particular, but not limited to, results of simulations, structural analysis, and/or energy consumption. Customer shall defend, indemnify and hold abstract harmless against any third party claim with regard to Output Data. abstract’s right to claim damages remains reserved.
Customer shall remain responsible for any back-up and restore of Input Data and Output Data. Customer shall arrange for business recovery, such as, for example, periodic reviews, error diagnostics, work-arounds and data backups. Customer acknowledges and agrees that after termination of these GTC any remote access to the servers of abstract shall cease. abstract does not warrant that the Input Data and/or Output Data may be retrieved after termination of these GTC.
Any warranty under this section 8 shall be voided if Customer misuses the SaaS, modifies the SaaS without authorisation, grants third parties access to the SaaS, removes trademarks and other identifications of abstract, or if the error claim is not substantiated enough or not submitted on time.
Subject to explicit written confirmation by abstract, any technical data, specifications and descriptions provided in any documentation shall not qualify as representations.
Freemium SaaS is provided “as is”, without any representations and warranties of any kind.
License on Input and Output Data
Customer grants abstract a non-exclusive, transferable, unlimited, irrevocable, perpetual, royalty-free and worldwide right to use Input Data and Output Data (i) for the comparison, analysis and optimization of the SaaS as well as (ii) for analysis of products and services within the Output Data and for offering new services and products based on such analysis. This right includes the right to grant sublicenses to abstract’s subcontractors; and the right of such sublicensees to exercise and all of the foregoing rights.
Customer represents and warrants to abstract that the Input Data and Output Data is non-confidential and that abstract may use the Input Data and Output Data for the purpose agreed in section 9.1.
Limitation of Liability
To the extent permissible by applicable law, abstract’s and its subcontractors aggregated liability during the entire (cumulated) service term(s) for any and all direct damage occurring under, or in connection with, the SaaS (incl. GTC) is limited to the Service Fee received by abstract in the past twelve (12) months immediately preceding the damage claim.
Except as expressly required by law without the possibility of contractual waiver, under no circumstances is abstract or its subcontractors liable for any of the following even if informed of their possibility:
loss of, or damage to, data;
special, incidental, exemplary, indirect, or consequential damages; or
lost profits, business, revenue, goodwill, or anticipated savings.
Each party is an independent contractor and shall independently establish prices and terms for its services and/or products. Neither party is, nor will claim to be, a legal representative of the other party. These GTC does not create a joint venture, employment relationship or agency relationship between the Parties.
Customer agrees that contact information may be disclosed to, and processed and used by, abstract and its affiliates and their subcontractors and business partners in the pursuit of the business relationship, including the marketing of products and services, between the Parties.
abstract may reference Customer as its customer for its own marketing and public relations purposes. Customer herewith grants abstract a non-exclusive, royalty-free, and worldwide right to use Customer’s trademark for such purposes. This license shall survive the term of these GTC and is granted until revoked in writing by Customer.
Except as expressly provided in these GTC, neither party grants the other party, whether directly or by implication or otherwise, any patent, copyright, trademark, trade secret, know-how, or other intellectual property right. No party shall remove or alter any symbols or legends indicating any intellectual property right.
Except as explicitly provided in these GTC, Customer may not assign, or otherwise transfer, its rights or delegate its obligations under these GTC without the prior written consent of the abstract.
Neither party shall be liable for any failure or delay in the performance of its obligations under these GTC if such failure or delay is due to a force majeure event, such as without limitation, acts of God, fire, flood, natural catastrophe, power surges, acts of any government or of any civil or military authority, national emergencies, riots, vandalism, terrorism, war, insurrection, strikes, or any occurrence beyond the reasonable control of such party.
Any general terms and conditions of Customer are explicitly excluded, even if provided after the effective date of these GTC, e.g. in any purchase order.
These GTC may only be amended by a writing signed by authorized representatives of the Parties.
If any provision of these GTC is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired as long as the intent of the parties can be preserved. In such cases, both Parties undertake to replace the invalid, illegal or unenforceable provision with another valid, legal and enforceable regulation. The same principle applies to open terms or omissions.
These GTC is governed by Swiss law, without regard to the conflict of laws provisions. The United Nations’ Convention on International Sales of Goods of 11 April 1980 (SR 0.221.211.1) does not apply.
Place of jurisdiction for any dispute arising from, or in connection with, these GTC shall be exclusively the competent courts of the city of Basel Stadt (BS) Switzerland. .