Terms and Conditions

1. Introduction and Acceptance of Terms.

1.1. Welcome to CloudForma.io – This document (“Terms and Conditions” or “Terms”) outlines the legal agreement between you, as a user or visitor, and CloudForma (referred to as “CloudForma,” “we,” “us,” or “our”). CloudForma operates the website at www.cloudforma.io (the “Website”) and provides a cloud-based software as a service platform and related services (the “Services”) designed for the digitalisation of the built environment, including OpenBIM workflows, digital twins and collaboration.

1.2. Scope of These Terms – These Terms govern your access to and use of both the Website and the Services, whether you are a guest browsing the Website, a registered user or a subscriber to our Services.

1.3. Your Acceptance of These Terms – Please read these Terms and our Privacy Policy carefully before accessing or using the Website or Services. By accessing, Browse, or using any part of the Website or Services, you confirm that you have read, understood, and agree to be bound by these Terms and the Privacy Policy. If you do not agree to these Terms or the Privacy Policy, you must not use or access the Website or Services.

1.4. Updates to These Terms – We may update or modify these Terms from time to time. We will notify you of any material changes by posting the new Terms on the Website. Your continued use of the Website or Services after any such changes constitutes your acceptance of the revised Terms.

2. Who We Are

2.1. The website www.cloudforma.io is operated under the joint venture between:

2.1.1. Data Learning Ltd, a UK Limited company registered in England under company number 08931127 and,

2.1.2. airc.digital Ltd, a UK Limited company registered in England under company number 13253998.

3. Accessing and Using the CloudForma Website and Services

3.1. Your Account and Access Rights.

3.1.1. General Access – You are permitted temporary use of the Website and access to the Services, subject to these Terms. We reserve the right to withdraw or amend the Website or Services at any time, without prior notice or liability.

3.1.2. Account Creation – To access certain features of the Services, you must register for an account and provide accurate, current, and complete information as requested during the registration process. You agree to update such information promptly to keep it accurate, current and complete.

3.1.3. Account Security – You are solely responsible for maintaining the confidentiality of your account login details, including your username and password, and for all activities that occur under your account. You must notify us immediately of any unauthorised use of your account or any other breach of security. CloudForma will not be liable for any loss or damage arising from your failure to comply with this security obligation.

3.1.4. Authorised Users – If you are accessing or using the Services on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms and “you” refers to that organisation. You are responsible for ensuring that all individuals who access the Services through your account (“Authorised Users”) comply with these Terms.

3.2. Acceptable Use of the Website and Services – You agree to use the Website and Services only for their intended purposes and in a manner that complies with these Terms and all applicable laws and regulations. You agree not to:

3.2.1. Unlawful or Harmful Use – Use the Website or Services for any unlawful purpose or in any way that is harmful, fraudulent, deceptive, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable, as determined by CloudForma in its sole discretion.

3.2.2. Intellectual Property Infringement – Infringe upon or violate our intellectual property rights or the intellectual property rights of others. This includes uploading, sharing or processing content for which you do not have the necessary rights or licenses.

3.2.3. Security Interference – Interfere with, disrupt, or damage the Website or Services or their underlying systems, networks, or security features. This includes transmitting viruses, worms, Trojan horses or any other malicious or technologically harmful material.

3.2.4. Unauthorised Access – Attempt to gain unauthorised access to any part of the Website or Services, other users’ accounts or any connected systems or databases.

3.2.5. Resource Abuse – Engage in any activity that disproportionately burdens the Website or Services’ infrastructure or negatively affects other users’ ability to access or use the Services.

3.2.6. Misrepresentation – Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

3.2.7. Commercial Use Restrictions – Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Website or Services (including its content, design, or underlying software) for any commercial purpose without our express written permission, except as explicitly allowed through your subscription plan.

3.2.8. Reverse Engineering – Attempt to decompile, reverse engineer, or otherwise discover the source code of the Services.

3.3. Monitoring and Enforcement.

3.3.1. Right to Monitor – We reserve the right, but are not obligated, to monitor your use of the Website and Services, including any User Content, for compliance with these Terms.

3.3.2. Enforcement Actions – If we believe you have breached any part of these Terms, particularly this Clause 3, we may, without limiting our other rights and remedies, take any or all of the following actions:

3.3.2.1. Issue a warning to you.

3.3.2.2. Immediately or temporarily suspend or permanently terminate your access to the Website and/or Services.

3.3.2.3. Remove or modify any User Content uploaded by you.

3.3.2.4. Report your activities to relevant law enforcement authorities.

3.3.2.5. Take legal action against you.

3.3.3. No Responsibility for User Actions – We will not be legally responsible to any third party for the accuracy or legality of User Content uploaded by you or any other user of the Website or Services.

4. Intellectual Property Rights.

4.1. CloudForma’s Intellectual Property.

4.1.1. You acknowledge and agree that CloudForma (or its licensors) owns all legal right, title and interest in and to the Website and the Services, including all intellectual property rights in the technology, software (including source code and object code), platform, user interfaces, designs, graphics, images, video, audio, text, content (excluding User Content as defined in Clause 6), trademarks, trade names, service marks, logos and any derivative works or improvements thereof (collectively, “CloudForma IP”).

4.1.2. The CloudForma IP is protected by copyright, trademark, patent and other intellectual property laws and treaties worldwide.

4.1.3. Except for the limited access and usage rights explicitly granted to you in these Terms, no other rights or licenses are granted to you by implication or otherwise. You agree not to copy, reproduce, modify, create derivative works from, publicly display, publicly perform or republish any CloudForma IP without our prior express written permission.

4.2. Limited License to Use CloudForma IP.

4.2.1. Subject to your compliance with these Terms, CloudForma grants you a limited, revocable, non-exclusive, non-transferable, non sub-licensable license to access and use the Website and Services solely for your internal business purposes or personal reference, as applicable and in accordance with your subscription plan (if any).

4.2.2. You are permitted to print one copy and download extracts of any page from the public sections of the Website for your personal reference but not for commercial use without a separate written license from us. You must not alter anything or use any illustrations, video, audio or photographs separately from the accompanying text.

4.2.3. Any use of the CloudForma IP not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

4.3. Your User Content and Data.

4.3.1. As set forth in Clause 6, you retain all ownership rights in and to your User Content.

4.3.2. You grant CloudForma a limited license to your User Content solely for the purpose of providing, maintaining and improving the Services, as detailed in Clause 6.2.

4.4. Feedback – If you provide CloudForma with any suggestions, ideas, enhancement requests, feedback, recommendations or other information related to the Website or Services (“Feedback”), you grant CloudForma a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sub-licensable and transferable license to use, reproduce, modify, distribute, display and create derivative works from such Feedback for any purpose without any obligation or compensation to you.

5. Disclaimers and Limitation of Liability.

5.1. Disclaimers of Warranties.

5.1.1. “As Is” and “As Available” – The Website and the Services, including all content, software, functions, materials and information made available on or accessed through the Services, are provided on an “as is” and “as available” basis. CloudForma does not provide any warranties of any kind, whether express, implied, statutory or otherwise.

5.1.2. Exclusion of Implied Warranties – To the fullest extent permitted by law, CloudForma expressly disclaims all implied warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, and accuracy of data.

5.1.3. No Guarantee of Uninterrupted Service or Accuracy – CloudForma does not warrant that the Website or Services will be uninterrupted, error-free, secure or free from viruses or other harmful components. We do not warrant that any errors will be corrected or that the results of using the Services will meet your requirements. We do not guarantee the accuracy, completeness or reliability of any content or information on the Website or provided through the Services, including any data you upload or that is processed by the Services. You acknowledge that you use the Website and Services at your sole risk.

5.1.4. No Advice – No material on the Website or within the Services is intended to contain advice (including, without limitation, technical, legal, financial or engineering advice) and you should not rely on it as such. We exclude all legal responsibility and costs for any reliance placed on the Website or Services by any person.

5.2. Limitation of Liability.

5.2.1. Exclusion of Certain Damages – To the fullest extent permitted by law, in no event shall CloudForma, its directors, employees, agents, affiliates or licensors be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, including but not limited to, damages for loss of profits, goodwill, use, data, contracts, business, savings or other intangible losses, or the cost of procurement of substitute goods or services, arising out of or in connection with:

5.2.1.1 Your access to, use of, or inability to access or use the Website or Services;

5.2.1.2. Any conduct or content of any third party on the Website or Services;

5.2.1.3. Any content obtained from the Website or Services;

5.2.1.4. Unauthorised access, use or alteration of your transmissions or content;

5.2.1.5. Any bugs, viruses, Trojan horses or the like which may be transmitted to or through our Services by any third party;

5.2.1.6. Any errors or omissions in any content; or;

5.2.1.7. The suspension or termination of your access to the Website or Services. This exclusion applies regardless of the legal theory (whether based on warranty, contract, tort (including negligence) or any other legal theory and whether or not CloudForma has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose.

5.2.2. Cap on Liability – In any event, CloudForma’s total aggregate liability to you for any and all claims arising out of or in connection with these Terms or your use of the Website or Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the total amount of fees, if any, paid by you to CloudForma for the Services in the twelve (12) months period immediately preceding the event giving rise to the claim or £100 (one hundred Great British Pounds) if you have not paid any fees.

5.3. Non-Excludable Liabilities – Nothing in these Terms excludes or limits CloudForma’s liability for death or personal injury arising from our negligence, or for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by applicable law.

6. Uploading to our Site – User Content and Data.

6.1. Your Ownership of User Content – You retain all ownership rights, title, and interest in and to any data, information, files, models (including BIM models), designs, drawings, documents, text, images or other materials that you upload, submit, store, transmit or otherwise make available through the CloudForma platform or services (“User Content”). CloudForma does not claim ownership of your User Content.

6.2. License to CloudForma – To enable us to provide the CloudForma services to you and to perform our obligations under these Terms, you grant CloudForma a worldwide, non-exclusive, royalty-free, revocable license to:

6.2.1. Host, store, copy, transmit, display, modify, and process your User Content solely as necessary to provide, maintain and improve the CloudForma services, and to address technical issues;

6.2.2. Use, analyse and transform your User Content to improve our existing services and to research, develop and test new services, products and features.; and;

6.2.3. Access your User Content for support purposes, to respond to your service requests, or to investigate potential violations of these Terms.

6.3. This license terminates upon the termination of your account or the deletion of the relevant User Content, except that CloudForma may retain copies of User Content for a reasonable period as required for backup, archival or legal compliance purposes in accordance with our Privacy Policy.

6.4. Your Responsibilities for User Content – You are solely responsible for your User Content and for ensuring that it complies with these Terms and all applicable laws and regulations. You represent and warrant that:

6.4.1. You own all rights, or have obtained all necessary licenses, consents and permissions to your User Content and to grant the license to CloudForma as set out in Clause 6;

6.4.2. Your User Content does not infringe, misappropriate, or violate any third party’s intellectual property rights, privacy rights, publicity rights or any other rights;

6.4.3. Your User Content does not contain any material that is unlawful, defamatory, obscene, harmful, threatening, abusive or otherwise objectionable;

6.4.4. Your User Content is free of viruses, malware or any other malicious code; and;

6.4.5. If your User Content includes personal data, you have all necessary consents and legal bases for processing that personal data through the CloudForma services, and your handling of such data complies with all applicable data protection laws (including GDPR).

6.5. Our Right to Remove or Access User Content – We reserve the right, but are not obligated, to monitor, review, or remove any User Content at any time if we believe it violates these Terms, our Acceptable Use Policy (if applicable) or any applicable law. We may also access, preserve and disclose your account information and User Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to:

6.5.1. Comply with legal process;

6.5.2. Enforce these Terms;

6.5.3. Respond to claims that any User Content violates the rights of third parties;

6.5.4. Respond to your requests for customer service, or;

6.5.5. Protect the rights, property or personal safety of CloudForma, its users or the public.

7. Prohibited Conduct and Computer Misuse

7.1. General Prohibitions – You must not knowingly introduce viruses, worms, Trojan horses, logic bombs or other material that is malicious or technologically harmful to the Website, the Services, our servers or any connected databases.

7.2. You must not attempt to gain unauthorised access to the Website, the Services, the server on which our Website or Services are stored or any server, computer or database connected to our Website or Services.

7.3. You must not attack our Website or Services via a denial-of-service attack or a distributed denial-of-service attack or otherwise interfere with the proper working of the Website or Services.

7.4. Reporting and Consequences – Any breach of this Clause 7 may constitute a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website and Services will cease immediately.

7.5. Our Non-Liability for Harmful Material – We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of our Website or Services or to your downloading of any material posted on it, or on any website linked to it.

8. Linking to Our Website.

8.1. Permission to Link – You may link to the homepage of our Website, provided you do so in a way that is fair, legal and does not damage our reputation or take unfair advantage of it. We reserve the right to withdraw linking permission without notice at any time.

8.2. Prohibited Linking Practices – You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. Our Website must not be framed on any other site, nor may you create a link to any part of our Website other than the homepage without our express written permission.

8.3. Deep Linking and Branding – We may grant permission for deep linking (linking to pages other than the homepage) or the use of specific CloudForma branding elements in connection with a link, but only with our prior written agreement. All such permissions will be subject to our specific guidelines and discretion.

9. Links From Our Website and Services.

9.1. Third-Party Links – Our Website and Services may contain links to third-party websites, applications, services or resources that are not owned or controlled by CloudForma (“Third-Party Links”). These Third-Party Links are provided for your convenience and information only.

9.2. Disclaimer of Responsibility – CloudForma has no control over and assumes no responsibility for, the content, privacy policies, practices or availability of any Third-Party Links. The inclusion of any Third-Party Link does not imply endorsement, sponsorship or recommendation by CloudForma of the linked website, its content or its operators.

9.3. Your Responsibility – You acknowledge and agree that CloudForma shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods or services available on or through any Third-Party Links. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

10. Changes to These Terms.

10.1. We may update or modify these Terms from time to time to reflect changes in our Services, legal requirements or business practices by posting the updated Terms on our Website.

10.2. Your continued access to or use of the Website or Services after the effective date of any changes signifies your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Website and Services.

11. Governing Law and Dispute Resolution.

11.1. Governing Law – These Terms, their subject matter, and their formation (and any non-contractual disputes or claims) are governed by and construed in accordance with English law.

11.2. Exclusive Jurisdiction – You and CloudForma irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, their subject matter or their formation (including non-contractual disputes or claims).

11.3. Amicable Resolution and Mediation.

11.3.1. Good Faith Negotiations – Should any dispute arise out of or relate to these Terms or any breach thereof, the parties will first use their best efforts to negotiate in good faith to reach an amicable settlement.

11.3.2. Proposal for Mediation – If an amicable settlement cannot be reached through ordinary negotiations or if either party is unwilling to engage in this process, either party may propose in writing that structured negotiations be entered into with the assistance of a fully accredited mediator before resorting to litigation or arbitration.

11.3.3. Mediator Appointment – If the parties cannot agree on a mediator or if the agreed mediator is unable or unwilling to act and an alternative cannot be agreed upon, any party may, within 14 days of the date of knowledge of either event, apply to a relevant professional body (such as the Centre for Effective Dispute Resolution – CEDR) to appoint a mediator.

11.3.4. Mediation Procedure – Within 14 days of the mediator’s appointment by mutual agreement or by external application, the parties will meet with the mediator to agree on the procedure for the mediation, unless otherwise mutually agreed.

11.3.5. Confidentiality – All negotiations and proceedings connected with the relevant dispute(s) will be conducted in confidence and without prejudice to the rights of the parties in any further proceedings.

11.3.6. Binding Agreement – If the parties reach a resolution during mediation, the agreement will be reduced to writing and, once signed by their duly authorised representatives, will be final and binding.

11.4. Escalation to Arbitration – If the parties fail to resolve the dispute(s) through mediation within 60 days of the mediator being appointed (or such longer term as may be agreed) or if either party withdraws from the mediation procedure, then either party may exercise any right to seek a remedy through arbitration by a single arbitrator. The arbitration shall be conducted in accordance with the rules of a recognised arbitration body (e.g., London Court of International Arbitration – LCIA, if applicable and desired).

11.5. Ongoing Obligations – Any dispute shall not affect the parties’ ongoing obligations under these Terms, including but not limited to payment obligations for services rendered.

12. Contact Us.

12.1. If you have any questions, concerns, feedback or require support regarding these Terms, the Website or the Services, please contact us using the email below.

12.2. Email: pierre@cloudforma.io

12.3. For formal legal notices or correspondence related to these Terms, please send them to our registered office address, as publicly listed with Companies House.