Terms & Conditions

By downloading the Licensed Material and exercising the rights granted under the Licence, you accept and agree to be bound by these terms and conditions.

If you do not agree to these terms and conditions, you must immediately stop using the Licensed Material, and you must immediately cease using the Licensed Material and permanently delete the Licensed Material and destroy all copies of the Licensed Material in any form in your possession or control.

The VBIS Classification Structure, downloadable tables, database files and VBIS Tags are available royalty-free. There are no licensing costs associated with these components in perpetuity. At the end of the grant period the custodianship of these components listed will be transferred to BIM-MEPAus to continue in a not-for-profit arrangement. These terms and conditions contemplate the possibility of other VBIS-enabled services, with a fee for service, being offered in the future.

2. Grant of Licence

(a) The Licensor grants you a non-exclusive, non-transferable, non-sublicensable, royalty-free licence to exercise the following rights in the Licensed Material:
(i) use the Licensed Material, in whole or in part, for the Permitted Use; and
(ii) distribute the Licensed Material, in whole or in part, to Downstream Licensees for the Permitted Use.

(b) You are granted the Licence in consideration of your acceptance of these terms and conditions, and the Licensor grants you the Licence in consideration of the Licence Fee or, where the Licensor waives the payment of the Licence Fee, the non-monetary benefits which the Licensor receives from making the Licensed Material available under these terms and conditions.
(c) Each Downstream Recipient of the Licensed Material automatically receives an offer from the Licensor to grant the Licence under these terms and conditions.

3. Permitted Use

You are authorised to use the Licensed Material for:

(a) Applying a standardised labelling and tagging system for the Assets and Data for a Building; and
(b) Implementing the Licensor's standardised labelling and tagging system for the Assets and Data for a Building for or on behalf of a Downstream Recipient, including for commercial purposes.

4. Licence Conditions

You will:

(a) retain and display the following in respect of the Licensed Material:
(i) identification of the author(s) of the Licensed Material and any other persons designated to receive attribution;
(ii) a copyright notice; and
(iii) a notice that refers to these terms and conditions and/or a hyperlink or URL to these terms and conditions,

in any reasonable manner set out by the Licensor;

(b) notify each Downstream Recipient of the Licensor's ownership of the Licensed Material and direct them to these terms and conditions; and
(c) comply with the Licensor's reasonable and lawful directions in respect of the Permitted Use for the Licensed Material.

5. Licence Restrictions

Other than expressly provided in these terms and conditions, you will not, and you will not permit any other person to:

(a) licence, sell, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Licensed Material for any purpose other than the Permitted Use;
(b) use, store, transmit or otherwise deal with the Licensed Material in any form or for any purpose other than the Permitted Use;
(c) copy, reproduce, adapt, reverse-engineer, decompile or disassemble the whole or part of the Licensed Material;
(d) develop, vary, amend, or otherwise modify the Licensed Material;
(e) format or merge the whole or a substantial or material part of the Licensed Material so that it ceases to be readily identifiable as the Licensed Material;
(f) not offer or impose any additional or different terms and conditions on, or apply any restrictions in any form whatsoever to, the Licensed Material if doing so restricts the exercise of the Licence by any of the Downstream Recipients;
(g) use the Licensed Material contrary to any applicable law; and
(h) remove or tamper with any copyright, trade mark or other proprietary notice of the Licensor in respect of the Licensed Material.

6. Updates to Licensed Material

The Licensor:

(a) may develop, vary, amend or otherwise modify the Licensed Material from time to time;
(b) extends the grant of Licence under clause 2 in respect of its modifications to the Licensed Material on making such modifications available on the Site, and the definition of 'Licensed Materials' in these terms and conditions will include such modifications.

7. Licence Fee

(a) You are not entitled to use the Licensed Material until you have paid the Licence Fee to the Licensor.
(b) The Licensor may, in its sole discretion, waive your payment of the Licence Fee.
(c) The Licensor may vary the Licence Fee from time to time. If you do not agree to the varied Licence Fee, the Licence granted under clause 2 will immediately terminate.

8. Billing and Payment

(a) The Licensor will invoice you the Licence Fee each month in advance.  You must pay the invoice within 14 days of the date of the invoice.
(b) If you supply your credit card or direct debit details to the Licensor, the Licensor may debit that account for all charges under these terms until you notify the Licensor otherwise.
(c) You must pay the Licence Fee that the Licensor correctly invoices to you in accordance with these terms in full and without any set-off or deduction.
(d) If you are late paying an invoice, the Licensor will send you a reminder notice.  If the invoice or any part of it remains unpaid 14 days after the Licensor sends a reminder notice, except in relation to any amount about which you have raised a genuine dispute with us, the Licensor may do any one or more of the following:
(i) charge interest on the overdue amount from the date it was due until the date it is paid, compounding daily, at the rate provided for by section 2 of the Penalty Interest Rates Act 1983 (Vic) plus 3%;
(ii) restrict or suspend your access to the Licensed Material until all outstanding monies including all interest amounts are paid in full;
(iii) terminate the Licence granted under clause 2;
(iv) charge you a fee to cover our reasonable administrative costs if the Licensor restricts, suspends or terminates the Licence;
(v)  use an external agency to recover the debt; and
(vi) add any interest, any disconnection or re-connection fee and any collection costs the Licensor reasonably incurs to the amount that you owe to the Licensor.
(e) The Licensor may report any payment default by you to a credit reporting agency.

9. GST

(a) If GST is payable by a supplier (or by the representative member for a GST group of which the supplier is a member) on any supply made under or in relation to these terms, the recipient must pay to the supplier an amount (the GST Amount) equal to the GST payable on the supply.  The GST Amount is payable by the recipient in addition to and at the same time as the net consideration for the supply.
(b) If a party is required to make any payment or reimbursement, that payment or reimbursement must be reduced by the amount of any input tax credits or reduced input tax credits to which the other party (or the representative member for a GST group of which it is a member) is entitled for any acquisition relating to that payment or reimbursement.

10. Intellectual Property Rights

(a) Nothing in these terms and conditions affects the ownership of the Intellectual Property Rights subsisting in the Licensed Material.
(b) Notwithstanding the foregoing, the Intellectual Property Rights in any developments, variations, amendments, or modifications to the Licensed Material by you automatically vest in the Licensor and you assign all right, title and interest in such developments, variations, amendments, or modifications to the Licensor with effect from the date of creation of such Intellectual Property Rights.
(c) You undertake to do all acts at your cost as may be necessary to give effect to the assignment under clause 10(b), including by executing all documents or effecting any registrations as may be required by the Licensor.

11. Risk

Risk in the Licensed Material passes to you upon downloading the Licensed Material from the Site. You will be solely liable for your use of the Licensed Material, including any material error or inconsistencies in your use of the Licensed Material, and any loss, damage or injury suffered by any person consequential to your use of the Licensed Material.

12. Warranties

(a) To the extent permitted by law, the Licensor offers the Licensed Material on an 'AS IS' and 'AS AVAILABLE' basis only, and gives no warranties or makes no representations of any kind in respect of the Licensed Material, whether express, implied, statutory or otherwise, including but not limited to warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of any defects, accuracy, or the presence or absence of errors.

(b) Certain rights and remedies may be available to you under the Competition and Consumer Act 2010 (Cth) or other laws, which may not be excluded, modified or restricted.  If the Licensor is liable to you under the Competition and Consumer Act 2010 (Cth) or any similar applicable law, where permissible by law our liability for breach of any condition, warranty or guarantee imposed by statute that cannot be excluded and your sole and exclusive remedy in relation to such breach will be limited to (at the Licensor's election):
(i) in the case of goods, the replacement or repair of the goods or supplying the equivalent goods again, or paying the cost of replacing or repairing the goods or acquiring equivalent goods; or
(ii) in the case of services, the supply of the services again, or paying the cost of having the services supplied again.

13. Indemnity

You indemnify the Licensor from any loss, costs, expenses, damages, claims, and liability which the Licensor may sustain or incur as a result of your use of the Licensed Material or any other person's reliance on the Licensed Material.

14. Limitation of Liability

To the full extent permitted by law, the Licensor is not liable to you for:

(a) any personal injury or death of any person or loss of or damage to property, except to the extent caused by our negligence;
(b) any claim arising out of or in connection with your use of the Licensed Material, whether in accordance with the Permitted Use and these terms and conditions or otherwise; or
(c) any indirect, special, incidental or consequential damages (including loss of existing or anticipated revenue) in connection with or arising out of use of the Licensed Materials or arising under or in connection with the Licence; and
(d) in no event will our total aggregate liability to you under or in connection with these terms and conditions or the Licensed Material exceed $1,000.00.

15. Termination

(a) The Licensor may terminate the Licence:
(i) at its discretion, by giving you 30 days' prior written notice;
(ii) by giving you one (1) week's prior written notice if you breach any of these terms and conditions; or
(iii) immediately, by giving you notice if you become, or threaten to become, insolvent and you commit a breach of any of these terms and conditions at the same time.
(b) You may terminate the Licence by ceasing to use the Licensed Materials in accordance with these terms and conditions.

16. Consequences of Termination

(a) If the Licence terminates or expires, you will immediately:
(i) cease using the Licensed Material;
(ii) permanently delete the Licensed Material;
(iii) destroy:
(A) all copies of the Licensed Material in any form in your possession or control; and
(B) all related material, including all media on which any copies in any form, partial or complete, and whether or not merged into other materials, in your possession or control; and
(iv) where the Licence is terminated under clause 15(a)(ii), procure the destruction of all related material, including all media on which any copies in any form, partial or complete, and whether or not merged into other materials, in the possession or control of your Downstream Recipients.
(b) Clauses 7, 12, 13, 14, 16, and 17 survive the termination or expiry of the Licence.

17. General

(a) These terms and conditions constitute the entire agreement between the Licensor and you in relation to the Licensed Material.
(b) The Licensor may vary these terms and conditions from time to time, including to vary the Permitted Use. The Licensor will give you notice of any change to these terms and conditions by notice through the Site or by email. Your continued use of the Licensed Material after these terms and conditions have been changed will be taken to be your acceptance of the updated terms and conditions.
(c) The Licensor's failure to exercise or enforce any provision of these terms and conditions will not operate as a waiver of such provision unless the Licensor provides an express written waiver.
(d) If any provision or part of these terms and conditions is for any reason declared invalid or unenforceable, the validity of the remaining portion is not affected and the remaining portion will remain in full effect.
(e) You must not assign your rights or obligations under the Licence without the Licensor's prior written consent.  The Licensor may assign our rights and obligations under these terms and conditions, or novate them, to another entity at any time if the other entity is reasonably capable of fulfilling our obligations under these terms and conditions.
(f) Any provision of these terms and conditions that is expressed to survive, or by its nature survives, termination of the Licence will survive termination and continue in effect.
(g) These terms and conditions are governed by the laws in force in the State of Victoria, Australia. You and the Licensor submit to the non-exclusive jurisdiction of the courts of that State.