Last updated: September 25, 2023
1.1. Modulize has developed a unique and scalable software solution for quantitative takeoff, cost estimation and bid creation, together with a marketplace matching contractors and property developers with manufacturers of prefabricated elements and modules. The software solution and marketplace are herein referred to as the "Modulize Software".
1.2. This document (the "Terms of Service") is a legally binding agreement between you acting on behalf of a business entity ("you" or the "Customer") and Modulize AS ("Modulize" or "Service Provider"), collectively the “Parties”, governing your use of the Modulize Software hosted and maintained by the Service Provider, provided to the Customer via a web-based access.
2.1. By establishing an account and/or using the Modulize Software (as defined herein), or any other services of Modulize, you and/or the company which you represent are agreeing to be bound by the terms and conditions set out in these Terms of Service as applicable from time to time.
On the terms and conditions set out herein, the Service Provider will perform the following services for the Customer:
3.1. Grant access to the use of the Modulize Software, or specified modules of the Modulize Software, for a specified number of users for the term of the Agreement;
3.2. Provide access to updates and improvements of the Modulize Software for the benefit of the Customer made available by Modulize during the term of the Agreement;
3.3. Assist in set up and initial training for the Customer in use of the Modulize Software; and
3.4. Assist the Customers end users on issues and questions related to the use of the Modulize Software, as well as provide support in the event of defects or malfunctions to the Modulize Software.
4.1. The Customer will, for the term of the Agreement, be granted a non-exclusive, non-transferable, non-sublicensable and revocable license to the Modulize Software, or specified modules of the Modulize Software, and the right to use the services for its intended purpose and internal use.
4.2. If the Customer during the term of the Agreement should require amendments, improvements or changes to the Modulize Software as described herein, and which is not part of the standard update services of Service Provider, this will be subject to a separate agreement on commercial terms.
5.1. Modulize reserves the right to update and change the Terms of Service from time to time at its sole discretion. The most current version of the Terms of Service is available on modulize.com/terms, and the Customer is hereby advised to check the Terms of Service from time to time for any updates or changes.
5.2. Any new features or tools which are added to the Modulize Software shall also be subject to the Terms of Service. Continued use of the Modulize Software after any such changes shall constitute your consent to such changes.
5.3. Significant changes will be communicated to the users via their registered email address or a notification in the Modulize Software.
6.1. In the event of a breach of any terms outlined in this agreement, Modulize reserves the right to take appropriate actions to address the violation, which may include, but are not limited to, issuing a warning, suspending or terminating your account, and/or pursuing legal actions to protect its rights and interests. You agree to use the Modulize Software at your own risk and are encouraged to report any suspected breaches promptly to prevent potential consequences.
7.1. You must provide your full name, a valid email address, and any other information requested in order to complete the signup process.
7.2. A single username and password ("login") may only be used by one person. For enterprise customers, you will need an individual login for each user in your organization.
7.3. You are responsible for keeping your password secure. Modulize cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.
7.4. You remain responsible for the activity that occurs under your user account(s), and must notify Modulize immediately of any breach of security relating to or unauthorized use of any user account(s).
7.5. You are responsible for providing correct and updated data for use in the Modulize Software. Modulize shall not under any circumstance be liable for any errors in such data or the results of such errors. The Customer remains solely responsible for any data uploaded to or used in the Modulize Software, including ensuring compliance with applicable legislation, such as privacy legislation, and third party rights, as well as to use virus free data.You may not use the Modulize Software for any illegal or unauthorized purpose.
7.6. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Modulize Software without the express written permission by Modulize.
7.7. A breach or violation of any of these Terms of Service, as determined in the sole discretion of Modulize, could result in an immediate termination of your services. In the event of a termination hereunder, Modulize will retain a copy of your aggregated data which will be provided to you in a format to be determined by Modulize.
8.1. The Customer, notwithstanding whether it is acting in the capacity of a contractor or manufacturer accepts and acknowledges, and undertakes to ensure and communicate, that Modulize will not and shall not be made or considered to be a party to any agreements between the Customer and other such customers resulting from the use of the marketplace or otherwise. Any agreements arising from Customer's use of the Modulize Software shall be entered into directly between Customer and its customer/supplier via the Modulize Software.
8.2. Modulize is solely acting as an independent facilitator between the Customer and Modulize's other customers. Modulize shall under no circumstance be held liable for and shall have no responsibility with respect to i) whether or not the Customer achieves any business through use of the Platform, ii) any claims, losses, damages, liability or otherwise which may arise through Customer's use of the Modulize Software or iii) the transaction(s) between the Customer and other customers resulting from the use of the Modulize Software.
8.3. The Customer accepts, acknowledges and warrants that any projects which it presents or becomes aware of through its use of the Modulize Software, shall be agreed to via use of the Modulize Software. The Customer may not enter into direct negotiations or agreements with potential customers or suppliers outside the Modulize Software for construction projects presented in the Modulize Software, and which it would not have otherwise become aware of. Customer shall fully indemnify Modulize for any losses, whether direct and indirect, arising out of Customer's breach of this section.
9.1. You must read, agree with and accept all of the terms and conditions contained in this Terms of Service before you may start to use the Modulize Software:
9.2. We reserve the right to modify or terminate the Modulize Software for any reason, without notice at any time.
9.3. Your use of the Modulize Software is at your sole risk. The Modulize Software is provided on an "as is" and "as available" basis without any warranty or condition, express, implied or statutory. You will remain responsible for all data generated through your use of the Modulize Software.
9.4. Modulize does not warrant that (i) the Modulize Software will meet your specific requirements, (ii) the Modulize Software will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Modulize Software will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Modulize Software will meet your expectations, and (v) any errors in the Modulize Software will be corrected.
9.5. Technical support is provided at the Service Provider's discretion, unless otherwise contractually agreed.
9.6. You understand that Modulize uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Modulize Software.
9.7. You expressly understand and agree that in no event shall Modulize, be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Modulize has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Modulize Software; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Modulize Software; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Modulize Software; (v) or any other matter relating to the Modulize Software.
9.8. Modulize's maximum aggregated liability arising out of or in connection with these Terms of Service and use of the Modulize Software, whether in contract, tort (including negligence), statutory or otherwise, shall be expressly limited to the average 12 months fees paid under these Terms, however not exceeding NOK 50 000.
9.9. Unless otherwise expressly set out in these Terms of Service, no Party shall be liable for any indirect losses, including lost revenues or profits, loss of business, loss or inaccuracy of data or other special, indirect, incidental, consequential or punitive damages.
9.10. The limitations of liability set out herein shall not apply to claims, damages or losses caused by intent or gross negligence, regardless of their legal nature, breach of confidentiality or data protection provisions or infringement of Modulize's or third party intellectual property rights.
Questions about the Terms of Service should be sent to help@modulize.com
10.1. You shall own all rights; title and interest in and to all of the data and materials uploaded and generated through use of the Modulize Software, such as Customer’s user-generated data, documentation, business documents and other Customer specific files and information - and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such data.
10.2. Modulize is hereby granted a non-exclusive worldwide right to use, modify, reproduce and distribute such Customer data and materials to the extent necessary for Modulize to fulfill its obligations set out in these Terms of Service, and to provide and improve the Modulize Software and its other products and services.
10.3. Both Parties shall comply with all applicable data protection regulations regarding storage, use, transfer and processing of any data or personal data. In particular, both Parties hereby agree to comply with the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679). The Parties are obliged to treat as confidential all information, know-how, other confidential material and any other information or material which is of such a nature that it should be considered confidential and which is disclosed to the other Party through business activities regulated by these Terms of Service.
10.4. Under no circumstances shall Customer data be shared with other Customers or external parties, except when expressly authorized by the Customer through explicit actions such as submitting bids or engaging in transactions via the Modulize Software, when shared with our authorized service providers solely for the purpose of providing services to the Customers and after removing sensitive data prior to the data exchange, or when sharing with external parties is necessitated by legal obligations or requirements.
10.5. The Service Provider has administrator access to data uploaded to the Modulize Software in order to be able to provide the Customer with the agreed services, including any user support. The Service Provider shall still have the right to utilize data for the improvement of the Modulize Software. Any such processing will be subject to data minimization as well as adequate security measures, protecting the data from any unlawful processing and data breach.
10.6. More information on handling and storing of Personal Data can be found in the Modulize Privacy Policy available at modulize.com/privacy. If there is any conflict between the Privacy Policy and the Terms of Service, this agreement will govern.
11.1. Prices for access to and use of the Modulize Software, including but not limited to license fees and/or success fees, shall be pursuant to Modulize's current fee plan as communicated to the Customer prior to accessing the Modulize Software, and are subject to change upon 30 days’ notice from Modulize.
11.2. The Modulize Software license fee is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, or refunds for months unused with an open account.
11.3. All fees are exclusive of all taxes, levies, or duties, including VAT, imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, to the extent applicable.
12.1. You can cancel your account at any time, in writing to, and following confirmation from, the relevant Customer Success Manager at the Service Provider.
12.2. Your cancellation will take effect immediately and you will not be charged again. However, the Customer shall pay any outstanding fees to Modulize, and no refunds will be issued for any previous charges, in whole or in part.
12.3. Your Content will not be accessible on the Modulize Software once your account is canceled. A request for instructions on how to retrieve your data must be sent in writing prior to or as part of the cancellation notice However, if so requested, Modulize will provide you with a copy of the data stored in your account in a format to be determined by Modulize at no extra charge
13.1. The Customer acknowledges and agrees that Modulize and/or its licensors own all intellectual property rights in the Modulize Softwares. Except as expressly stated herein, these Terms of Service do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Modulize Softwares.
14.1. The Service Provider may use Customer’s name and/or its logo on the Modulize website and in its marketing materials to indicate that the Customer is a client of Modulize.
14.2. The Customer may not assign or transfer this Agreement in whole or in part without Modulize's prior written consent.
14.3. Modulize may assign or transfer this Agreement in whole or in part to any third party without the Customer's consent, subject to 30 days' prior written notice.
15.1. Unless otherwise dictated by mandatory law, the terms of this agreement are governed by the laws of Norway.
15.2. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force.
15.3. Any dispute, controversy or claim arising out of the parties' agreement or use of the Modulize Software, and which cannot be settled amicably, shall be brought before the Oslo District Court, Norway.
