Parties
This Software as a Service Subscription Agreement (the “Agreement”) is entered into by and between BIMWorkplace, Lda., a private limited liability company incorporated under the laws of Portugal, NIF 516313096, with registered office at Rua Luís Barroso, Nº 590, 4ºA, 4760-153 Vila Nova de Famalicão, Portugal (“Provider”), and the entity accepting this Agreement or signing a Subscription Order (“Customer”).
This Agreement is subject to the GDPR (EU) 2016/679 and, when applicable, the Brazilian Law No. 13.709/2018 (LGPD).
Individual Accounts
Each user must have an individual account associated with a unique email address. User accounts and access credentials are personal, non-transferable, and may not be shared or reused. BIMWorkplace reserves the right to audit account usage and to suspend or terminate access in case of misuse or credential sharing, without refund of fees already paid.
Services
Provider shall make the Services available 24/7 with a 99.9% monthly uptime commitment, subject to scheduled maintenance and Force Majeure. Hosting, operation, maintenance, and updates remain under Provider's control. Customer retains control over its systems and Authorized Users.
Data Location: Customer Data will be hosted within the European Economic Area (EEA) by default. Transfers outside the EEA shall follow valid safeguards (e.g., Standard Contractual Clauses) under the Data Processing Agreement.
Subscription and Fees
- The Subscription Term commences on the effective date of the Subscription Order.
- All subscription fees are payable in advance and immediately upon issuance of the invoice. Access to the Services and activation of licenses is conditional on full payment.
- Fees are invoiced in EUR (or BRL if expressly agreed), plus applicable VAT/ISS.
- Out-of-scope costs (e.g., travel, on-site services) will be invoiced separately.
- Provider may adjust fees upon renewal with 30 days' prior written notice.
Customer Responsibilities
- Maintain secure Access Credentials.
- Ensure Authorized Users comply with this Agreement.
- Prevent submission of Prohibited Data.
- Maintain Customer backups of critical data.
- Notify Provider of any unauthorized access or security incidents.
Security and Data Protection
BIMWorkplace processes user personal data in compliance with the GDPR and, where applicable, the LGPD. Customer Data is hosted on servers within the EEA by default; international transfers are subject to the European Commission's Standard Contractual Clauses and equivalent safeguards.
Security measures include:
- Encryption in transit (TLS 1.2+) and at rest (AES-256)
- Role-based access controls and authentication
- Regular backups with defined RPO/RTO
- Vulnerability management and monitoring
- Business continuity and disaster recovery plans
Breach notification: Provider shall notify Customer without undue delay and within 72 hours of becoming aware of a data breach.
Intellectual Property
- All IP Rights in the Services remain with Provider.
- All rights in Customer Data remain with Customer.
- Customer grants Provider a limited licence to process Customer Data solely for service delivery and improvement.
- Customer grants Provider a royalty-free licence to use feedback for improving the Services.
Acceptable Use
Customer must not:
- Upload malware, unlawful, or infringing content.
- Use the Services for competitive analysis or building competing products.
- Interfere with or disrupt Provider Systems.
Support and SLA
- Availability: 99.9% uptime monthly
- Planned Maintenance: ≥72h prior notice
- Support hours: business hours Portugal/Brazil
- Priority P1: response within 4h · P2: 1 business day · P3: 3 business days
- Channels: email, ticket portal
Term and Termination
- Either Party may terminate for uncured material breach after 30 days' notice.
- Provider may suspend Services for non-payment after 10 days' notice, security risks, or legal requirement.
- On termination, all access ceases immediately. Customer may export its data in standard formats only during the Subscription Term.
- Provider will permanently delete Customer Data from production and backups after termination, subject to legal retention obligations.
Warranties
Each Party warrants authority to enter this Agreement. Provider warrants Services will be performed with reasonable skill and care. Customer warrants rights to its Data and lawful use. Beta Features are provided “as is”, without SLA or warranties.
Limitation of Liability
Neither Party is liable for indirect or consequential damages. Aggregate liability is capped at fees paid in the 12 months preceding the claim. Exclusions (no cap) apply to wilful misconduct, gross negligence, confidentiality breaches, data protection violations, IP indemnity, death or personal injury.
Force Majeure
Neither Party is liable for delays caused by events beyond reasonable control (natural disasters, strikes, war, outages, government actions).
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Portugal. Exclusive jurisdiction lies with the Courts of Braga, Portugal. For Customers located in Brazil, BIMWorkplace ensures compliance with the principles of the LGPD, without prejudice to the Portuguese jurisdiction applicable to this Agreement.
Contact
BIMWorkplace Lda. — Rua Luís Barroso, Nº 590, 4ºA, 4760-153 Vila Nova de Famalicão, Portugal · info@bimworkplace.com