Terms and Conditions

Article 1 — Definitions

The following terms shall have the meanings set out below:

1. Provider: Bimizi B.V., registered in Noordgouwe, the Netherlands, with the Chamber of Commerce, provider of the Platform.
2. User: any natural person or legal entity that enters into an Agreement with the Provider and/or uses the Platform.
3. Platform: the AI-powered SaaS platform for automated quotation generation in the construction industry offered by the Provider, accessible via the internet.
4. Agreement: the agreement between the Provider and the User regarding the use of the Platform, including the associated Subscription.
5. AI Output: all results generated by the Platform using artificial intelligence, including but not limited to: segmentation of drawings, recognition of building elements, calculation of areas and volumes (linear metres, square metres and cubic metres), matching with Bills of Quantities, and automatically generated quotations.
6. Subscription: the subscription taken out by the User granting access to the Platform for a specified period.
7. Bill of Quantities (BOQ): the Bill of Quantities entered by the User, including unit prices and specifications.
8. Parties: the Provider and the User jointly.
9. In Writing: by letter, email or any other electronic means of communication, provided that the identity of the sender can be established with sufficient certainty.
10. GDPR: the General Data Protection Regulation (Regulation (EU) 2016/679).
11. AI Act: Regulation (EU) 2024/1689 laying down harmonised rules on artificial intelligence.

Article 2 — Applicability

1. These Terms and Conditions apply to every offer made by the Provider, to every Agreement between the Provider and the User, and to all use of the Platform.

2. Deviations from these Terms and Conditions are only valid if expressly agreed in writing by the Provider.

3. The applicability of any purchase conditions or other terms and conditions of the User is expressly rejected.

4. If any provision of these Terms and Conditions is or becomes void or is annulled, in whole or in part, the remaining provisions shall remain in full force and effect. In such event, the Parties shall consult with a view to agreeing replacement provisions that reflect the purpose and intent of the original provision as closely as possible.

5. The Provider reserves the right to amend these Terms and Conditions unilaterally. Amendments shall be communicated to the User at least thirty (30) days before they take effect. If the User does not agree to an amendment, the User shall have the right to terminate the Agreement as of the date on which the amended Terms and Conditions come into effect.

Article 3 — Offers and Formation of the Agreement

1. All offers and quotations from the Provider are without obligation, unless expressly stated otherwise.

2. The Agreement is formed at the moment the User completes the registration process on the Platform, takes out the chosen Subscription, and accepts these Terms and Conditions.

3. The Provider is entitled to refuse a registration without stating reasons.

Article 4 — The Platform and Services

1. The Provider grants the User a non-exclusive, non-transferable, non-sublicensable and revocable right of use in respect of the Platform for the duration of the Agreement.

2. The Platform enables the User to upload construction drawings, after which the Platform's AI system automatically segments the drawing, identifies building elements, calculates areas and volumes (in linear metres, square metres and cubic metres), matches these against the Bill of Quantities (BOQ) entered by the User, and generates quotations on that basis.

3. The Provider shall use reasonable endeavours to make the Platform available in accordance with the agreed specifications but does not guarantee uninterrupted availability. The Provider is entitled to take the Platform temporarily out of service for the purposes of maintenance, modification or improvement.

4. The Provider is entitled at all times to modify or expand the functionalities of the Platform. The Provider shall use reasonable endeavours to inform the User in a timely manner of any material changes.

Article 5 — Subscription and Payment

1. Access to the Platform is provided on the basis of a Subscription. Prices, payment terms and subscription plans are stated on the Platform or in a separate quotation.

2. All stated prices are exclusive of VAT and other government-imposed levies, unless expressly stated otherwise.

3. The Provider may offer the User a free trial period to test the Platform without obligation. If the User takes out a paid Subscription at the end of the trial period, the trial period shall be deemed to constitute the statutory cooling-off period (right of withdrawal) within the meaning of Section 6:230o of the Dutch Civil Code. Following confirmation and payment of the Subscription, no refund shall be granted in the event of early termination during the current subscription period.

4. Payment is due in advance at the start of each subscription period by means of online payment by credit card, debit card or direct debit, through a third-party payment processor (Stripe or Mollie). If payment for the subscription period cannot be processed successfully, access to the Platform shall be suspended until payment has been received. The Provider retains only subscription details necessary for continuity of service and the correct processing of subscription renewals. The Provider does not store payment details such as credit card numbers or bank account numbers; the processing and storage of such data is handled exclusively by the third-party payment processor under its own terms and conditions and privacy policy.

5. The Subscription may be terminated by the User at any time. Following termination, the User shall retain access to the Platform until the end of the subscription period already paid for. No refund shall be given for any subscription fees already paid in the event of early termination. Termination of the Subscription may be requested via the user profile in the subscription section of the Platform, directly through the payment processor's user portal, or by contacting the Provider at hello@bimizi.com.

6. The Provider is entitled to adjust subscription prices at any time. Revised prices shall take effect immediately for new Subscriptions. For existing Subscriptions, revised prices shall take effect upon the next subscription renewal.

Article 6 — Use of the Platform and Obligations of the User

1. The User is responsible for the correct and lawful use of the Platform and for the accuracy, completeness and reliability of all data entered, including construction drawings, Bills of Quantities and unit prices.

2. The User shall ensure the confidentiality of their login credentials and shall be liable for all use of the Platform made via their account.

4. The Provider is entitled to suspend or terminate access to the Platform, in whole or in part, with immediate effect if the User acts in breach of these Terms and Conditions, without the Provider being liable for any damages.

Article 7 — AI-Generated Output: Disclaimer and User Responsibility

1. The Platform uses artificial intelligence to automatically generate quotations and calculations. The User expressly acknowledges and accepts that AI Output may be subject to inaccuracies, errors, omissions or discrepancies.

2. The AI Output is intended solely as a support tool and shall never replace the professional judgement of the User. The Platform is not a substitute for expert advice from a quantity surveyor, structural engineer, architect or other construction professional.

3. The User is at all times solely and fully responsible for verifying, checking and validating all AI Output before using it, sharing it with third parties, or incorporating it into quotations, contracts or other documents. Verification by the User is mandatory.

4. The Provider makes no warranty whatsoever — whether express or implied — as to the accuracy, completeness, reliability, fitness for purpose or timeliness of the AI Output. The AI Output is provided on an "as is" basis.

6. The Provider accepts no liability whatsoever for any damage — of whatever nature — arising from or in connection with the use of, reliance on, or actions taken on the basis of the AI Output, including but not limited to: incorrect quotations, erroneous calculations, financial loss, consequential damage, loss of profit or reputational damage.

7. The User shall fully indemnify the Provider against all claims from third parties arising from or in connection with the User's use of the AI Output, failure to carry out verification, or incorrect application of the generated results.

Article 8 — Transparency Regarding the Use of Artificial Intelligence

1. In accordance with Article 50 of the AI Act (Regulation (EU) 2024/1689), the Provider hereby expressly informs the User that the Platform uses an AI system for the analysis of construction drawings and the generation of quotations.

2. The output generated by the Platform has been produced, in whole or in part, by means of artificial intelligence. The Provider strives for transparency regarding the operation and limitations of the AI system.

3. Upon request, the Provider shall provide the User with further information about the general operation and limitations of the AI system used, insofar as this does not infringe upon trade secrets or intellectual property rights.

4. The Provider shall use reasonable endeavours to comply with the obligations under the AI Act that apply to the Platform, including obligations relating to transparency, human oversight and risk management, insofar as these apply to the Provider as developer and provider of the AI system.

Article 9 — Intellectual Property

1. All intellectual property rights in the Platform, the underlying software, AI models, algorithms, documentation and all related materials vest exclusively in the Provider or its licensors.

2. The User acquires only the right of use described in these Terms and Conditions. Nothing in the Agreement shall be construed as a transfer of any intellectual property right to the User.

3. Drawings uploaded and data entered by the User shall remain the property of the User. The User grants the Provider a limited, non-exclusive licence to process this data solely for the purpose of delivering the services under the Agreement.

4. The Provider is permitted to use anonymised and non-identifiable data for the improvement and further development of the Platform and the underlying AI models, unless the User objects to this in writing.

Article 10 — Privacy and Data Protection

1. The Provider processes personal data in accordance with the GDPR (Regulation (EU) 2016/679) and the Dutch GDPR Implementation Act (Uitvoeringswet AVG). The Provider's privacy policy is available on the Platform and forms an integral part of the Agreement.

2. Insofar as the Provider processes personal data on behalf of the User in the context of the Agreement, the Provider shall qualify as a processor within the meaning of the GDPR. In that case, the Parties shall enter into a separate Data Processing Agreement in accordance with Article 28 GDPR.

3. The Provider shall implement appropriate technical and organisational measures to protect personal data against loss, unauthorised access, alteration or disclosure.

4. The User warrants that any personal data provided by the User has been lawfully obtained and that its processing by the Provider does not infringe the rights of third parties.

Article 11 — Confidentiality

1. The Parties undertake to maintain the confidentiality of all confidential information received from each other in the context of the Agreement. This obligation applies both during and after termination of the Agreement.

2. Confidential information includes in any event: business data, technical specifications, pricing information, construction drawings, quotations, Bills of Quantities and all other information that has been designated as confidential or whose confidential nature may reasonably be understood.

Article 12 — Liability

1. The total liability of the Provider for an attributable failure in the performance of the Agreement, or on any other legal ground whatsoever, shall be limited to the amount actually paid by the User to the Provider under the Agreement in the twelve (12) months preceding the event giving rise to the liability, subject to a maximum of the amount paid out by the Provider's liability insurer in the case concerned.

2. The Provider shall never be liable for indirect damage, consequential damage, loss of profit, lost savings, damage due to business interruption, loss of data, or damage resulting from third-party claims against the User.

3. The limitations of liability set out in this article shall not apply if the damage is the result of intent or deliberate recklessness on the part of the Provider's senior management.

5. Any claim for damages against the Provider shall lapse if it has not been submitted to the Provider in writing within twelve (12) months of the discovery of the event giving rise to the damage.

Article 13 — Force Majeure

1. The Provider shall not be obliged to fulfil any obligation if it is prevented from doing so by force majeure.

2. Force majeure shall be understood to include, in addition to what is understood thereunder by law and in case law: disruptions to telecommunications infrastructure, internet connections or hosting services, DDoS attacks, cyberattacks, pandemics, government measures, strikes, disruptions at suppliers, power outages and any other circumstance not attributable to the Provider.

3. If the force majeure situation continues for more than ninety (90) days, either Party shall be entitled to terminate the Agreement in writing, without any obligation to pay damages.

Article 14 — Duration and Termination

1. The Agreement is entered into for the duration of the chosen Subscription and shall be renewed for the same period, unless terminated by the User in accordance with Article 5(5).

2. The User may terminate the Subscription at any time in accordance with Article 5(5). The Provider may terminate the Agreement with thirty (30) days' written notice.

4. Upon termination of the Agreement, the User's right to use the Platform shall expire immediately. The Provider shall keep the User's data available for export for thirty (30) days following termination, after which the Provider shall be entitled to delete such data.

5. Subscription fees already paid shall not be refunded upon termination, unless the termination is the result of an attributable failure on the part of the Provider.

Article 15 — Availability and Maintenance

1. The Provider aims for a Platform availability of 99.5% on an annual basis, excluding scheduled maintenance.

2. The Provider shall, insofar as reasonably possible, inform the User in advance of scheduled maintenance that affects the availability of the Platform.

3. The Provider shall not be liable for damage resulting from (temporary) unavailability of the Platform, unless such unavailability is the result of intent or deliberate recklessness on the part of the Provider.

Article 16 — Security

1. The Provider shall implement appropriate technical and organisational measures to protect the Platform and the data stored therein against loss, theft, unauthorised access, alteration or destruction.

2. The Provider shall make regular backups of the data stored on the Platform. However, the Provider shall not be liable for the loss of data where the Provider has fulfilled its backup obligations.

3. The User is solely responsible for implementing adequate security measures in respect of their own systems, equipment and login credentials.

Article 17 — Warranty and Conformity

1. The Provider warrants that the Platform shall function in all material respects in accordance with the specifications available on the Platform.

2. The Provider does not warrant that the Platform will operate error-free or without interruption, nor that the Platform is suitable for any specific purpose envisaged by the User, unless such purpose has been expressly agreed in writing.

3. Warranty claims must be reported by the User to the Provider in writing within thirty (30) days of discovery of the defect, failing which the warranty claim shall lapse.

Article 18 — Complaints Procedure

1. Complaints about the services must be submitted to the Provider in writing via hello@bimizi.com.

2. The Provider shall process complaints within fourteen (14) working days and shall inform the User of progress.

3. The submission of a complaint shall not suspend the User's payment obligations.

Article 19 — Governing Law and Dispute Resolution

1. These Terms and Conditions, the Agreement and all disputes arising therefrom shall be governed exclusively by the laws of the Netherlands.

2. Disputes arising from or in connection with the Agreement shall in the first instance be submitted to the competent court in the district of Zeeland-West-Brabant, unless mandatory statutory provisions designate a different court.

3. Before submitting a dispute to the court, the Parties shall use reasonable endeavours to resolve the dispute by mutual consultation.

Article 20 — Final Provisions

1. These Terms and Conditions shall come into effect on 16 April 2026.

2. In addition to these Terms and Conditions, the Agreement may be subject to: a separate Service Level Agreement (SLA), a Data Processing Agreement, and/or supplementary product terms, which in the event of conflict shall prevail over these Terms and Conditions.

3. The Provider is entitled to transfer its rights and obligations under the Agreement to a third party, provided that the User is notified thereof in writing. The User is not entitled to transfer its rights and obligations under the Agreement without the prior written consent of the Provider.