1. Definitions

Terms within the Contract beginning with a capital letter, whether they are used in the
singular or the plural, will have the meaning given to them below.

Client: refers to the natural or legal person, the contracting party of
the Service Provider, involved in the context of their professional, business, industrial,
or artistic activity or private practice.

Contract: the entire agreement referring to the following documents: the
purchase order, these Terms of Use and the Annexes listed in Article 3 of this document.

Documentation: refers to the information provided by the Service Provider
in the form of user documentation in a physical or digital format and provided with the
Service.

Client data: refers to input and output data.

Input data: refers to the information (including personal data) entered,
provided, transmitted by the Client and processed in the context of them using the
Service. The Client is solely responsible for the accuracy and relevance of the Input
Data.

Output data: refers to the data resulting from a recalculation performed
following the use of the Service by the Client.

Personal Data: refers to any information directly or indirectly
identifying a natural person.

User IDs: refers to both the user’s own login and their password.

Maintenance: refers to the improvements made to existing standard
application services accessible through the Service, and decided unilaterally by the
Service Provider, in the light of functional developments and subject to such adaptations
or developments not requiring a substantial part of the existing standard application
services to be rewritten. Maintenance also includes the correction of any abnormalities in
the Service in relation to the Documentation.

Party or Parties: refers to the Service Provider and/or the Client.

Technical Prerequisites: refers to the browser versions required for the
use of Services, such as specified in the Documentation.

Service(s): refers to application services provided online in SaaS mode
by the Service Provider such as described in Article 5.1. The Service is intended for
professional use.

Additional services: refers to additional services that may be delivered
by the Service Provider at the request of the Client such as described in Article 5.2.

Support: refers to the technical assistance for the use of the
Service(s).

User: refers to:

• the person placed under the responsibility of the Client (agent, employee,
  representative etc.) and benefiting from access to Services on their computer under
  the subscription to the Services contracted by the Client.

• a service provider, collaborator or contracting party of the Client with access to the
  Services opened by the Client, to collaborate on the Client’s projects.

2. Contract acceptance

The use of the Services is subject to the acceptance of these Terms of Use, whether the
Services have been subscribed to online or via signing a paper purchase order. Any
amendment to this document should be subject to specific conditions duly accepted and
signed by both Parties. For the purposes of remote Contract acceptance, the Client
acknowledges and accepts that copies bearing the signature of one of its representatives
or agents, received by the Service Provider, constitute written proof and may be validly
invoked against them by the Service Provider. The acceptance of the Contract by electronic
means has between the Parties the same probative value as the agreement in paper format.
Computerised records stored in IT systems will be kept in reasonable secure conditions and
considered as evidence of the communication between the Parties. Contractual documents
will be archived on a reliable and durable backup media that can be produced as evidence.

3. Contractual documents

These Terms of Use, the purchase order or online order, the SEPA mandate as well as documents entitled “Annexes” constitute the entirety of the commitments existing between the Parties, hereinafter together the Contract. It replaces and supersedes any previous oral or written commitment relating to the subject of the Contract. The Annexes to this document which are an integral part of the Contract are the following:

• Annex 1: Detailed offer
• Annex 2: API documentation
• Annex 3: Personal data

4. Purpose

The purpose of the Contract is to define the terms and conditions applicable to the
Services. The Service Provider consents to the Client, who accepts:

• a right of use for the Services,
• a right of access to the Service Provider’s servers via the API in the conditions
  defined below,
• a set of additional Services.

5. Description of the services

1. Application servicesThe Service proposed by the Service Provider mainly
   includes the following application services, available at https://bimdata.io.

   • Access to and use of the BIMdata API, which the Client can integrate in their
     software and use to log in to the platform via the API, update business software in
     real time, automate quality control and integrate the BIM viewer in third-party
     applications.
   • BIMchecker: integration of specifications, standards and current regulations,
     standardisation of models for control and production of reports
   • BIM Information Manager: data editing for digital models, addition of external data
     to digital models
   • BIM viewer: view models without installation, data filtering, access to a search
     engine, export in IFC format, share comments (BCF) with collaborators and Service
     Providers.
   • A Collaborative platform, an API client: secure access to data for digital models,
     IFC processing, integration of design, implementation and operation teams,
     management of access rights, sharing data with collaborators and Service Providers.
     The platform can be customised by third parties. The code is made available to this
     effect under the GNU Lesser General Public License version 3 (https://opensource.org/licenses/LGPL-3.0) and available at https://github.com/bimdata/platform

   The Service Provider defines the Service version periodically.

2. Additional services:In addition, the Service proposed by the Service
   Provider may include:
   • A technical support service, such as defined in Article 17 of this document.
   • The backup level for input and output Data can be customised and will then be
     covered by a separate contract
   • Specific developments may be made by the Service Provider for the Client and will be
     covered by a separate contract.

6. Duration

The Contract will take effect from the date when the Service is first provided for the
Client. Its duration is set at 12 (twelve) months from the date of its entry into force. The
Contract will then be renewed by tacit agreement for successive periods of twelve (12)
months, unless terminated by one or other of the Parties by registered letter with
acknowledgement of receipt, or by email to customer service, once customer service has
confirmed receipt, with a minimum notice period of 3 (three) months before the date of
renewal.

7. Right of access to the service

1. The Service Provider grants the Client a right of access to the Services in the
   conditions laid down in the Purchase order.
2. The Client:
   • undertakes to only use the Services in accordance with their professional
     destination, i.e. in accordance with their Documentation and only for the
     professional needs of their activity;
   • guarantees that this Contract will be respected by the Users;
   • is solely responsible for the content disseminated and/or downloaded via the Service
     and assumes full responsibility for the accuracy, integrity and legality of the Data
     transmitted to the Service Provider in the context of the Service. In particular,
     taking into account the authorised use of the Service by the Client the latter is
     prohibited from sending or storing non-professional data and more generally data of
     an illicit, obscene or defamatory nature or illegal data or that infringes the right
     of a third party, child protection or privacy;
   • undertakes not to alter or interfere with the integrity or the performance of the
     Service or the data contained therein;
   • not to attempt to obtain unauthorised access to the Service or to the systems or
     networks associated with it.

8. Conditions of access to the service

The access procedure below must be strictly respected by each User.

• Access is provided:
  • from any PC or laptop or any mobile device belonging to the Client or Users,
  • by means of the User IDs generated by Users.
• The Client/User is identified when they access the Service by means of a User ID and a
  password chosen when they created their account. The User IDs are intended to reserve
  access to the Service to Users and to the Client, to protect the integrity and
  availability of the Service, as well as the integrity, availability and confidentiality
  of the Input Data such as transmitted by the Users.
• Confidentiality of user IDs: The User IDs are personal and
  confidential. Users undertake to keep their User IDs secret and not to disclose them in
  any form whatsoever. The Client is fully responsible for the use of User IDs. They will
  ensure that no unauthorised person has access to the Service. In the event that they
  become aware that another person has accessed it, the Client will inform the Service
  Provider immediately. In the event that one of the User IDs is lost or stolen, the
  Client will use the procedure put in place by the Service Provider enabling them to
  recover their User IDs. The Client undertakes to pass on all of the above obligations to
  Users and guarantees that they will be respected by the latter.
• Users can log in at any time, with the exception of maintenance periods, namely 24 hours
  a day, 7 days a week, including Sundays and public holidays.

9. Terms and conditions for performing the service

1. The Service will be used by the Client under their own controls and management and under
   their sole responsibility. Consequently, it is the responsibility of the Client to:
   • implement all appropriate processes and measures designed to protect their User
     Workstations, their hardware, software packages, software, passwords, particularly
     from any viruses and intrusions;
   • comply with the latest updated version of the Technical Prerequisites to avoid
     harmful consequences such as slowing down, blocking, data corruption;
   • select the internet service provider or telecommunications media, the Client must
     assume responsibility for the administrative demands and take out contracts for the
     necessary subscriptions for which it will bear the cost;
   • appoint, among its staff, a specific contact for the Service Provider who acts as
     administrator, on behalf of the Client, for the Service and in particular with
     regard to security;
   • mistakes made by its staff in the use of the Service and the procedures that enable
     it to log in to the service particularly in relation to the means of access and
     Internet browsing. The Service Provider will not be liable for the nature or the
     content of the Client’s information or data and the way in which it is used.
     Similarly, the Service Provider will not be liable for the quality and the
     electronic transmission of data when they use telecommunications networks and more
     generally the quality and reliability of telecommunication links between the User
     workstations and the Service access point.
2. The resolution of problems caused by a mistake or improper handling by Users is not
   included in the Service.
3. GuaranteesThe Service Provider guarantees that each Service conforms
   with their Documentation. The Service Provider does not guarantee that the Service is
   free from any faults or unforeseen problems but undertakes to take all reasonable steps
   to remedy any malfunctions in the Service identified in relation to their Documentation.
   This guarantee of conformity cannot be extended to a guarantee of conformity with the
   specific needs or the specific activity of a Client or a User. The Service Provider does
   not guarantee the ability of the Service to achieve the objectives or results that the
   Client may have set and/or perform specific tasks which may have been the reason for
   their decision to enter into this Contract. To the extent permitted by law, any warranty
   other than those expressed in this article are expressly excluded.
4. The Service Provider may develop, amend or organise the Service without the prior
   written agreement of the Client, provided that this does not diminish the commitments of
   the Service Provider under this Contract.

10. Client data

1. OwnershipThe Client is and remains the owner of all the
   input Data regardless of their nature, that they use via the Service in the context of
   the Contract.
2. Using the dataThe Client assumes editorial
   responsibility when using the Service. The Client is solely responsible for the quality,
   the legality, the relevance of the Data and content that it transmits when using the
   Services. They also ensure that they hold the intellectual property rights allowing them
   to use the Data and content. Accordingly, the Service Provider will not be liable if the
   Data and/or content does not comply with laws and regulations, public order or the
   Client’s needs. The Client guarantees the Service Provider on request against any harm
   that might result from a third party claim for a breach of this warranty. More
   generally, the Client is solely responsible for the content and messages disseminated
   and/or downloaded via the Service.
3. Use of Client Data for a metadatabaseThe Service Provider can compile the anonymised Client Data to build a metadatabase fed
   by several projects from different Clients created using the Service Provider’s Service.
   The Data is combined making it impossible to identify the Client, their projects, their
   designs, or any other information enabling the latter to be identified. The compiled
   Data will not under any circumstances include any of the Client and its Users’
   confidential or personal data. The aim of the metadatabase is to propose new services
   for the Service Provider’s clients and in particular to automatically assist clients in
   the design, construction, operation and maintenance of a building or infrastructure
   using the data analysis for other buildings. The anonymised Client Data can be used by
   the Service Provider’s R&D department to fix and improve the Service Provider’s
   services and to propose new services to the Service Provider’s Clients. The Service
   Provider therefore has a right of use for Output Data. In addition, this Output Data may
   be transmitted to third parties for the purposes of:
   • compliance with legal or regulatory obligations,
   • carrying out technical studies.

   The Client can expressly oppose the use of their Data for such purposes when the
   Contract is signed. In this last case, only the Data not yet used by the Service
   Provider at the date when the Client opposes will be excluded from processing by the
   Service Provider.

4. Use of Client Data for statistical purposesThe Service Provider may use the Client Data to carry out the operations necessary to
   prepare their invoices and usage statistics as well as providing any explanation
   regarding the performance of the Service. Similarly, the Service Provider may compile
   aggregated and anonymised statistical information and may make it public provided that
   it does not constitute Personal Data.
5. Prohibition against the transfer of confidential, nominal or identifiable Client
   DataIn any event, the Service Provider is prohibited from assigning or transferring to a
   third party, in whole or in part, for a consideration or free of charge, the Client Data
   which may have been sent to them by the Client when performing the Service and which is
   confidential, nominal, or enables the Client, a specific project, a design or a User to
   be identified.

11. Personal data protection

In the context of their contractual relationship, the Parties undertake to comply with the
regulations in force applicable to the processing of Personal Data and, in particular,
Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 as
well as the Data Protection Act of 6 January 1978 (hereinafter, the “Applicable law”). The
Parties agree that the Client is “responsible for processing” within the meaning of the
Applicable law and that the Service Provider is the “sub-contractor”, within the meaning of
the Applicable law. All the rights and obligations in relation to Personal Data incumbent on
both the Client and the Service Provider are described in Annex 3.

12. Security

1. Security managementAs soon as they are aware of it, each Party must
   report, as soon as possible, to the other Party any fact likely to constitute a security
   breach on the Service.
2. Service securityThe Service Provider will implement the measures
   necessary to ensure that only persons authorised by the Service Provider and the Client
   will have access to the Service.
3. Login securityTo ensure the confidentiality of data in transit between
   the User workstation and the Service access point, all connections are secure. Data
   flows, which use unsecured telecommunications networks, use recognised security
   protocols such as HTTPS for example.
4. Client data security
   • The Service Provider undertakes to take all necessary precautions in accordance with
     the state of the art to preserve Client Data security so that it is not, by their
     actions, deformed, damaged or communicated to unauthorised third parties.
     Accordingly, the Service Provider undertakes to respect and ensure that the
     following obligations are respected by their staff:
   • to not make copies of documents and Client Data media entrusted to them, except
     those strictly necessary for performing the Service;
   • to not use Client Data for any purposes other than those in this Contract;
   • to not disclose Client Data to other people, whether they are private individuals or
     public bodies, natural or legal persons unless this disclosure is required by law or
     a competent judicial or administrative authority or is necessary in the context of
     legal action.
5. Client data hosting and backupClient Data is hosted on servers based in
   France. They are subject to a daily and weekly backup. Each daily backup is kept for a
   period of one month and each weekly backup for a duration of one year.

13. Service quality

The Client is notified of unforeseen technical problems inherent in the Internet and any resulting interruptions to access. Consequently, the Service Provider will not be held responsible for the Service not being available or slowing down, which the client expressly recognises. The Service Provider nevertheless undertakes to do its utmost to achieve an availability rate of 99% (“Guaranteed availability rate”). It is the Client’s responsibility to respect any data storage thresholds indicated by the Service Provider in its documentation and to notify the Service Provider if they require more processing capacity. The Service Provider undertakes to put in place effective controls to provide reasonable assurance that the Client can access and use the applications concerned at any time within the limits of the Guaranteed availability rate. The Service may occasionally be suspended due to maintenance work necessary for the Service to function properly.

14. Insurance

The Service Provider has taken out the necessary insurance to cover the risks associated with performing their activity. They undertake to provide the Client with proof, if the latter expressly requests it.

15. Reversibility

If the contractual relationship is terminated, for whatever reason, the Service Provider undertakes to return, at the tariff in effect when they receive notification of reversibility, at the request of the latter made within a maximum period of 1 (one) month from the date when the contractual relationship is terminated, by registered letter with acknowledgement of receipt, or by email to customer service, and within a period of thirty (30) days from the date this request is received, all the data belonging to them in a standard format that is readable in an equivalent environment or destroy it, at the discretion of the Client. The Client will in any case be able to recover all their data themselves via the API at any time during the contractual relationship. At the request of the Client, the Service Provider will be able to provide additional technical assistance to the Client and/or the third party designated by them, in the context of reversibility. This assistance will be charged at the Service Provider’s rate in effect when they receive
notification of reversibility.

16. Maintenance

The Service Provider is responsible for corrective and adaptive maintenance for the Service.

• Corrective maintenanceError reports must be confirmed by email to the
  Service Provider as soon as possible and sent
  to support@bimdata.io. The Service Provider will diagnose the error and
  then correct it.
  • In the event of a blocking error, the notification will be dealt with within 24
    working hours. The Service Provider will make every effort to correct the blocking
    error as soon as possible and propose a workaround.
  • In the event of a semi-blocking error, the notification will be dealt with within 72
    working hours. The Service Provider will make every effort to correct the error and
    propose a workaround that will enable the features in question to be used in 24
    working days.
  • In the event of a minor error, the notification will be dealt with as soon as
    possible and the Service Provider will propose to correct the minor error in a new
    version of the Service which will be delivered in the context of adaptive
    maintenance.

  The Service Provider is not responsible for maintenance in the following cases:

  • The Client refuses to collaborate with the Service Provider in resolving the errors
    and in particular to respond to questions and requests for information;
  • The Service (and in particular the API) is not used in accordance with its intended
    purpose or its documentation;
  • The Client fails to comply with its obligations under the Contract;
  • When any software packages, software or operating systems not compatible with the
    Service and/or not previously validated by the Service Provider are installed,
  • Electronic communication networks failures;
  • Voluntary acts of damage, malicious use, sabotage;
  • Deterioration as a consequence of force majeure.

  However, in the cases mentioned above, the Service Provider may take on the
  responsibility, if possible, to resolve the malfunctions caused by the cases listed
  above, at the Service Provider’s rate in effect at the date of the work.

• Adaptive maintenanceThe Client receives updates and functional
  modifications to the Service. The Service Provider undertakes to transmit the updated
  documentation for the new versions of the Service. Corrections and modifications to the
  Service are expressly governed by the Contract. Work relating to adaptive maintenance
  may make the service temporarily unavailable. The Service Provider guarantees that
  upgrades and new versions of the Software will not lead to any decline in the Service in
  terms of performance and features.

17. Technical support

At the request of the Client, the Service Provider may provide technical support, which, if applicable, will be covered by a separate contract.

18. Training

At the request of the Client, the Service Provider may provide training, which, if applicable, will be covered by a separate contract. The Service Provider will submit a proposal to provide training if their work reports in the context of technical assistance and corrective maintenance for the Service reveal recurring problems encountered by the Client which are not errors.

19. Financial terms and conditions

In exchange for the provision of Services, the Client undertakes to pay the fee indicated on the purchase order in accordance with the conditions specified in the commercial offer. Any failure to pay the fee specified on the purchase order and in accordance with the conditions specified therein will result, after notification, in access to the Services being suspended until the situation is resolved. Any use of the Services during this period will accordingly be regarded as illicit.

20. Intellectual property

The Service Provider is and remains the owner of property rights relating to any element of the Service made available to the Client and more generally the IT infrastructure (hardware and software) implemented or developed in the context of the Contract. The Contract does not confer the Client with any property rights in relation to the content of the Service. The provision of a temporary Service in the conditions laid down in the Contract cannot be construed to grant any intellectual property rights for the Client. The Client is prohibited from reproducing any element of the software, by any means, in any format and in any medium whatsoever.

21. Responsability

The obligation incumbent on the Service Provider is an obligation of means. They undertake to this end to take the utmost care when discharging their obligations. Each of the parties will only be liable for compensating the financial consequences of foreseeable and direct damage related to breaches of their obligations under this Contract. The Service Provider may not under any circumstances incur liability for indirect or unforeseeable damage or loss by the Client or third parties, which includes any consequential loss, loss, inaccurate or corrupt files or Data, commercial harm, loss of turnover or profit, loss of customers, loss of opportunity, the cost of obtaining a substitute product, service or technology, in connection with or originating from the failure to provide or incorrectly providing services. In any event, the Service Provider’s liability is strictly limited to reimbursing the amount of money actually paid by the Client in the 12 (twelve) months preceding the date the event giving rise to liability occurred. The Service Provider cannot, in addition, be held responsible for the accidental destruction of Data by the Client or a third party having accessed the Service using the User IDs given to the Client.

22. Termination

No early termination is permitted except as provided for below.

1. Termination at the initiative of the ClientThe Client may request, by
   registered letter with acknowledgement of receipt, or by email to customer service, the
   automatic termination of this Contract in the event that the Service Provider fails, for
   three consecutive months, to provide an Availability rate of 99% for the Service, and
   this without prejudice to any further claims for damages within the limit of the
   threshold and the conditions laid down in Article 21 of this document. Termination of
   this Contract will take effect 30 days after receipt of the aforementioned letter,
   unless, during this period, the Service Provider justifies the appropriate remedies made
   or to be made to redress the breach. The Client may terminate the Service in advance, by
   registered letter with acknowledgement of receipt, or by email to customer service, and
   without either party having the right to compensation when changes to the Service made
   by the Service Provider are intended to diminish the commitments of the Service Provider
   with regard to the main features of the Service, the Availability rate, the management
   of backups and the conditions for accessing Support. The termination letter should be
   sent by the Client to the Service Provider in the month following notification by the
   Service Provider of the envisaged changes. Termination will take effect at least 3
   months after receipt of the termination letter by the Service Provider, the parties
   being able to agree a longer period to allow time for the Client to put in place an
   alternative solution.
2. Termination at the initiative of the Service ProviderIn addition to
   failure to pay, the Service Provider may request, by registered letter with
   acknowledgement of receipt, or by email to customer service, the automatic termination
   of this Contract in the event that the Client breaches one of their obligations pursuant
   to this document and without prejudice to any further claims for damages. Termination of
   this Contract will take effect 30 (thirty) days after receipt of the aforementioned
   letter by the Client, unless the latter justifies the appropriate remedies made or to be
   made to redress the breach. In the event of termination, the Client will cease to use
   all access codes for the Solutions and Application services. The entitlements to
   reversibility will be implemented in accordance with Article 15.

23. Non-solicitation of staff

Each of the Parties waives any right to hire or provide work for, directly or through an intermediary, any employee of the other party, without the prior and express consent of the latter. This waiver is valid for the entire duration of the contract and for the twelve (12) months following its termination. If one of the Parties does not comply with this obligation, they will undertake to compensate the other Party by immediately paying them, on request, a lump sum equal to 6 (six) times the gross monthly salary of the employee at the time of their departure.

24. Confidentiality

Each of the Parties undertakes to (i) keep all the information that they receive from the other Party confidential, and in particular to (ii) not disclose the other Party’s confidential information to any third party, other than employees or agents on a need to know basis; and (iii) to only use the other Party’s confidential information to exercise their rights and to fulfil their obligations under the terms of the Contract. Notwithstanding the foregoing, neither of the Parties will be have any obligation whatsoever with respect to information that (i) had fallen or would fall into the public domain independently of an error by the Party receiving it, (ii) would be developed independently by the Party receiving it, (iii) would be known to the Party receiving it before the other party disclosed it to them, (iv) would be legitimately received from a third party not subject to an obligation of confidentiality, or (v) should be disclosed as required by law or on a court order (in which case it will only be disclosed to the extent required and after having notified the Party who provided it in writing). The obligations of the Parties with respect to confidential information shall remain in effect for the duration of the Contract and as long, after its conclusion, that the information concerned remains confidential for the Party disclosing it, and, in any event, for a period of 5 years after the conclusion of the Contract. Each of the Parties will return all copies of documents and media containing the other Party’s confidential information, as soon as the Contract comes to an end, regardless of the reason. The Parties also undertake to enforce these provisions with their staff and with any agent or third party who may be involved for any reason whatsoever in the context of the Contract.

25. References

The Client authorises the Service Provider to use the Client’s name and logo free of charge as a business reference and for its internal and external communication needs, regardless of the media, be it paper or digital and this for the full duration of this Contract.

26. Force majeure

The Service Provider may not in any event be held responsible for any damage in the event of harm caused by an interrupted or reduced service from the telecommunications operator, the electricity provider or in the event of force majeure. Neither of the Parties can be held responsible for a breach of any kind with regard to their obligations in the context of the Contract, if such a breach is a result of: a governmental decision, including any withdrawal or suspension of authorisations of any kind, a total or partial strike, inside or outside the company, a fire, a natural disaster, a state of war, a total or partial interruption or blocking of telecommunications or electricity networks, hacking or more generally any other incidence of force majeure as defined in Article 1218 of the Civil Code. The Party noting the event must immediately inform the other party of their inability to provide their service. The suspension of obligations or delay due to one of the cases mentioned above may not in any event be grounds for liability for failure to comply with the obligation in question, nor induce the payment of damages and interest or penalties for delay.

27. General provisions

1. ToleranceThe fact that one of the Parties does not act upon a breach by
   the other party to fulfil any of the obligations in this contract cannot be construed in
   the future as a waiver of the obligation in question.
2. Partial invalidityIf one or more stipulations in this Contract are
   deemed to be invalid or declared as such pursuant to the law, a regulation or following
   the final decision of a competent court, the other stipulations shall remain in force to
   their full extent, given that the parties may, by mutual agreement, agree to replace the
   invalidated stipulations.
3. Survival of obligationsThe expiry or the early termination of all or
   part of this Contract, for whatever reason, will not affect the validity of the rights
   and obligations provided for in said Contract which, by their nature or because of the
   specific provisions, extend beyond the expiry or this termination, for both Parties and
   their beneficiaries and this up to their respective expiry dates.
4. NotificationsAny notification made under this Contract should be
   addressed to the Party concerned by registered letter with advice of receipt, or by
   email to customer service, or delivered against a receipt to the recipient at the
   addresses at the top of this document. In the event of notification by registered
   letter, notifications will be deemed to be received on the date when the registered
   letter is first presented, as evidenced by the postmark.
5. Assignment/ Transfer of the contractThe Service Provider may freely
   assign or transfer this Contract, in whole or in part, to any person, to which the
   Client consents in advance. The assignment or transfer of this Contract will be
   effective as of the date when the Service Provider notifies the Client. On the date of
   this notification, the Service Provider will be discharged from all their future
   obligations under this Contract. The Client may not in any event assign or transfer this
   Contract without the prior written agreement of the Service Provider.
6. Unforeseen circumstancesFor the sake of legal stability, the Parties
   intend to waive their right to renegotiate the Contract during its execution (Article
   1195 of the Civil Code), in the event of an external and unforeseen change of
   circumstances, for which they accept the risks, including the financial risks.
7. Elected domicileFor the performance of this contract and its
   consequences, the Parties respectively elect domicile in their registered offices listed
   at the top of this document. Any amendment to the registered offices or the address of
   one of the Parties will only be binding to the other Party eight calendar days after
   having been duly notified.

28. Applicable law and disputes

This contract is governed, interpreted and applied in accordance with French law. The Parties agree to make every attempt possible to amicably resolve disagreements that might result from the interpretation or execution of this Contract. To this end, before submitting the case to court, the first Party to act shall notify the other by registered letter with acknowledgement of receipt or by email of the dispute with them and of their willingness to find an amicable settlement. Failing such a settlement within a period of 15 (fifteen) days from the date of dispatch of said notification, each of the parties will be free to submit said dispute to the competent court.

Any problems relating to the validity, the interpretation or the execution of the Contract will be submitted, in the absence of an amicable agreement, to the competent courts in Lyon.

APPENDIX 1: DETAILED OFFER

Access to the API enables innovative solutions to be put in place and BIM formats to be used. The main features are:

• Extracting information from IFC files (Properties, Quantity calculation, Spatial
  structure, Zones, Classifications, Systems)
• Geometric conversion (GLTF, SVG)
• IFC export
• IFC & GlTF geometry optimisation on 2 levels: duplicated data (factorisation by
  deduplication of instances and factorisation of legacy data at IFC level) and duplicated
  geometries (deduplication of shapes by isometry, similarity, homothety)
• BIM viewer: graphics engine embodying the industry standards in terms of features
• BIM Checker: alphanumeric & geometric (collisions, distances, spatial relations)
• BCF 2.1 server

Access to the platform enables collaboration on BIM projects in IFC and BCF open file formats. The following features are available:

• Electronic document management
• Rights management
• Use of an IFC viewer
• Use of BCF

APPENDIX 2: API DOCUMENTATION

The API documentation is available at https://developers.bimdata.io/

The documentation is updated in accordance with API developments. The features on the date when the contract is signed are: BimData-API

• IFC query tool (zones, systems, classifications, properties, elements)
• Selection by elements, zones, properties, classifications
• Choice of data to be retrieved
• Asynchronous task scheduler (conversions, checks, exports)
• Permissions
• BCF 2.1 (XML and API)
• Document storage (IFC, BCF and all document types): GED
• Storage of check results (progression, history)

BimData-Connect

• Unified and configured authentication
• Unique User IDs throughout the whole eco-system
• Sharing of rights to third-party applications
• Third-party plug-ins
• Data control

APPENDIX 3: PERSONAL DATA

1. Description of personal data processingThe Service Provider may be
   required to process personal data necessary to provide the services covered by the
   Contract. The Personal Data that can be processed via the Services is the following:
   surname, first name, email, phone number. The categories of persons concerned are either
   employees, agents or sub-contractors of the Client, i.e. the Client’s clients. The kind
   of operations that may be carried out by the Service Provider on the Data in the context
   of services are as follows: consultation, recording and conservation. The purpose of the
   operations carried out by the Service Provider on the Client’s Personal Data is the
   provision of Services by the Service Provider, to prepare their invoices and usage
   statistics for the Services as well as providing any explanation regarding the
   performance and development of the Services. The Service Provider retains responsibility
   for their database. It is expressly agreed that when providing services, the Service
   Provider will act exclusively on behalf of and as instructed by the Client, on the basis
   of the stipulations in this Contract, solely for the purposes and for the durations
   mentioned above.
2. Duration of the processingThe processing as defined in Article 1 is
   carried out during a period equivalent to the duration of this Contract.
3. Obligations of the Service Provider with regard to the ClientThe
   Service Provider undertakes to process the data solely for the purposes mentioned in
   Article 1. The Service Provider undertakes to process the data exclusively on behalf of
   and as instructed by the Client. If the Service Provider considers that an instruction
   constitutes a violation of the Applicable law, they shall inform the Client immediately.
   The Service Provider undertakes to only transfer Personal Data outside of the European
   Union with the prior authorisation of the Client and in a secure environment in
   accordance with the requirements of the Applicable law, that is to say either to
   countries with a so called “adequate” level of protection within the meaning of the
   European authorities for the protection of Personal Data, or to entities having signed
   the standard contractual clauses such as laid down by the European authorities. If the
   Service Provider is required to transfer data to a third country or an international
   organisation, under the Union or Member State law to which they are subject, they must
   inform the Client of this legal obligation before the processing, except if the law
   concerned prohibits such information on important grounds of public interest. The
   Service Provider undertakes to guarantee the confidentiality of Personal Data processed
   in the context of this contract. The Service Provider undertakes to ensure that persons
   authorised to process the Personal Data under this contract:
   • undertake to respect confidentiality or are subject to a proper legal duty of
     confidentiality,
   • receive the necessary training in the field of Personal Data protection.
4. Sub-contractors of the Service Provider:

   The Service Provider may use another sub-contractor (hereinafter, “the sub-processor”)
   to carry out specific processing activities. In this case, they must inform the Client
   in advance and in writing and obtain the Client’s authorisation. This information must
   clearly indicate the processing activities sub-contracted, the identity and contact
   details of the Sub-processor and the dates of the sub-contracting contract. The Client
   has a minimum period of 15 days from the date of receipt of this information to submit
   their objections, where applicable. The sub-contracting may only be carried out if the
   Client has not issued any objection during the agreed time frame. The Sub-processor is
   required to respect the obligations of this contract on behalf of and according to the
   Client’s instructions.

5. Security and notification of Personal Data breaches:

   The Service Provider is responsible for the security of the processing of Personal Data
   that has been entrusted to them under this Contract. The Service Provider undertakes to
   put in place the technical and organisational measures to ensure a security and
   confidentiality level appropriate to the risks presented by processing and the nature of
   the Personal Data processed. The Service Provider undertakes to notify the Client
   immediately of any incident that could potentially affect the Personal Data processed
   under the terms of of the contract, as well as any Personal Data breach. This
   notification shall be accompanied by any supporting documentation to enable the Client,
   where applicable, to notify this breach to the competent supervisory authority. In this
   context the Service Provider shall inform the Client without delay of all the elements
   at its disposal concerning the conditions surrounding the security incident and in
   particular the nature and the extent of the affected data, the number of persons
   involved, the likely consequences and the technical conditions in which the incident
   took place.

6. Data processing register:

   The Service Provider agrees to keep a written record of all the categories of processing
   activities carried out on behalf of the Client.

7. Documentation and audits:

   The Service Provider will make available to the Client the necessary documentation to
   demonstrate compliance with all their obligations and to enable audits and inspections
   to be carried out by the Client or another auditor that they have mandated and to
   contribute to these audits. The Client will inform the Service Provider prior to, and at
   least ten (10) working days before any request for an audit, of the date of the audit
   and the name of the persons responsible for the audit. In the event that the audit
   reveals a breach of obligation by the Service Provider, the latter expressly undertakes
   to implement all necessary corrective measures within a period of thirty (30) days from
   the date when the Client was notified of the breaches and to justify this in writing to
   the Client.

8. Obligations of the Client with regard to the Service Provider:

   The Client undertakes to:

   • document in writing any instruction concerning the processing of Personal Data by
     the Service Provider;
   • ensure, prior to and for the entire duration of the processing, that the obligations
     laid down by the Applicable law are respected;
   • Monitor the processing, which includes carrying out audits and inspections.
9. Rights of the persons concerned

   With regard to their Personal Data the persons concerned have the right to access,
   rectify, erase and object, the right to restriction of processing and data portability,
   the right not to be subject to an automated individual decision (including profiling).
   To the extent possible, the Service Provider undertakes to assist the Client to fulfil
   their obligation to respond to requests by the persons concerned to exercise their
   rights.