This End User Licence Agreement ("EULA") is a legal agreement between the entity or person accepting these terms ("Customer" or "you") and Spatial Intelligence For Design Pte. Ltd. (UEN: 202505053E) of 6 Raffles Boulevard, #02-249, Marina Square, Singapore 039594 ("SID", "we", "us" or "our") governing access to and use of the Platform (as defined below).
By creating an account, purchasing or using credits, uploading any data or otherwise accessing or using the Platform, you agree to be bound by this EULA.
If you are accepting on behalf of a company, you represent that you have authority to bind that company. If you do not agree, do not use the Platform.
In this EULA:-
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party;
"Applicable Law" means all laws, regulations, regulatory guidance and industry codes applicable in Singapore, including the PDPA;
"Credits" means the usage units purchased by Customer that are deducted when Customer initiates processes or features declared to consume Credits in the Platform;
"Customer" means the business entity identified in the registration or order process and its Authorised Users;
"Customer Data" means all data, 3Dmodels, Building Information Modelling (BIM) files, associated metadata, and other content that Customer uploads to, transmits through, or makes available on the Platform, including any Output generated based on Customer’s 3D BIM models;
"Deliverables" means reports and results generated by the Platform for Customer, including energy performance and carbon emissions analyses of building facades;
"Documentation" means any user guides, policies, or other documentation provided or made available by SID regarding the Platform;
"Intellectual Property Rights" or "IPR" means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions, and rights to claim priority from such rights;
"Output" means the results and analytics automatically generated by the Platform from Customer Data;
"Platform" means SID’s proprietary software-as-a-service application and related websites, interfaces, and APIs used to upload BIM models and to perform the Services;
"PDPA" means Personal Data Protection Act 2012;
"Services" means and the automatic extraction, computation, and reporting of envelope thermal transfer value(ETTV) and carbon emissions of building facades based on Customer Data and any associated support specifically described in this EULA;
"Third-Party Services" means services, content, data or software licensed or provided by third parties that may be incorporated in, accessed via, or used by the Platform;
"Territory" means Singapore, unless otherwise expressly agreed in writing by SID; and
"Authorised Users" means employees, officers, and representatives of Customer authorised by Customer to use the Platform on Customer’s behalf and under Customer’s account.
This EULA governs Customer’s access to and use of the Platform and Services. By creating an account, clicking to accept, or using the Platform, Customer agrees to this EULA.
3.1 Licence. Subject to this EULA and the timely payment of all applicable fees, SID grants Customer a limited, non-exclusive, non-transferable, revocable licence during the Term to access and use the Platform within the Territory solely to access the Services.
3.2 Restrictions. Customer shall not, and shall ensure that Authorised Users do not:-
3.2.1 copy, modify, adapt, translate, create derivative works of, or otherwise attempt to derive the source code of, the Platform;
3.2.2 reverse-engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas or algorithms of the Platform;
3.2.3 remove or alter proprietary notices on or in the Platform or Deliverables;
3.2.4 rent, lease, sell, sublicense, assign, or otherwise commercially exploit the Platform, or permit any third party to access the Platform except Authorised Users;
3.2.5 use the Platform to provide services to third parties (including as a service bureau or for outsourcing), or for competitive analysis, benchmarking (except to the extent such restriction is prohibited by Applicable Law), or to build a competing product or service;
3.2.6 interfere with or disrupt the integrity or performance of the Platform or Third-Party Services, including by introducing viruses or malicious code;
3.2.7 access the Platform for any unlawful purpose or in violation of Applicable Law, including export control, sanctions, or data privacy laws.
3.3 Reservation of Rights. SID and its licensors reserve all rights, title and interest in and to the Platform, Documentation and all IPR not expressly granted to Customer. No implied licences are granted.
4.1 Account Registration. Customer must provide accurate, current, and complete information and keep such information updated. Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account.
4.2 Authorised Users. Customer is responsible for the acts and omissions of its Authorised Users and for ensuring their compliance with this EULA.
5.1 Territory. The Services are offered for use in Singapore. SID does not guarantee access or performance outside the Territory. If Customer accesses the Platform outside the Territory, Customer does so at its own risk and is responsible for compliance with local laws.
5.2 Updates. SID may provide or deploy updates, enhancements, new features, modifications, or bug fixes to the Platform from time to time without prior notice. SID may suspend access to implement updates. Nothing obliges SID to make any particular update or to continue any feature.
5.3 Third-Party Services. The Platform may rely on or incorporate Third-Party Services, content, datasets, or libraries. SID is not responsible for the performance or accuracy of Third-Party Services or content. Customer’s use of Third-Party Services may be subject to separate third-party terms.
6.1 Credits. Customer may purchase Credits as stated on the website or Order. Credit consumption for each process is disclosed in the Platform at the point of use. Credits have no monetary value, do not earn interest, and are not legal tender or stored value.
6.2 Expiry. All unused paid Credits expire 12 months from the purchase date of the most recent batch of Credits in the account, unless otherwise stated in writing. Expired Credits are forfeited and non-refundable.
6.3 Plans and Pricing: The pricing for Credits shall be asset out and published on the Platform from time to time. SID may change pricing, tiers, and terms prospectively by posting updates on the website or through in-product notice. Promotional Credits and offers may be issued at SID’s discretion, are non-transferable, non-refundable, may be limited to specific services or timeframes, and may be adjusted or revoked if obtained or used in error, fraudulently, or in violation of this EULA. The applicable pricing at the time of purchase shall apply to each purchase of Credits. Customer is responsible for reviewing the current pricing before making any purchase of Credits.
6.4 Payments. Customer shall pay all fees in Singapore Dollars, without set-off or deduction, by credit card via a third-party payment gateway or by invoice, as applicable. If paying by invoice, amounts are due within the period stated on the invoice; if not stated, within 30 days of invoice date. Customer authorises SID’s payment processor to charge its payment method for all purchases. Credits will only be credited to Customer upon receipt of payment.
6.5 Chargebacks/Disputes: If Customer initiates a chargeback without good faith basis, SID may suspend the account and charge a reasonable administrative fee.
6.6 Taxes. Fees are exclusive of all applicable taxes, duties, levies and similar charges, which shall be borne by Customer. If Customer is required by law to withhold taxes, Customer shall increase the amount paid to SID so that SID receives the amount it would have received absent such withholding, and shall provide appropriate withholding tax certificates.
6.7 Non-Refundable. Except to the extent required by law or expressly stated otherwise in this EULA, all purchases (including Credits) are final and non-refundable.
7.1 Ownership. Customer retains all right, title and interest in and to Customer Data, including 3D BIM models and any and all Deliverables/Output derived from Customer Data.
7.2 No Retention. SID confirms and warrants that it will not retain, store, archive, or otherwise keep any Customer project data, including 3D BIM models, files, or any other Customer Data uploaded, transmitted, or provided by Customer through the Platform, except as strictly necessary to provide the Services or as required by Applicable Law. Upon completion of the relevant processing or generation of Output and Deliverables, SID will promptly and permanently delete such Customer Data from its active systems and will not retain any copies, [except for temporary backup or legal compliance purposes].
7.3 No Access. SID will not access, view, or otherwise interact with Customer Data at anytime, except as strictly necessary to provide the Services or as required by Applicable Law. Customer acknowledges that it must ensure all required data is exported and backed up prior to account termination or expiry of Credits, as SID will not retain any Customer Data following the completion of processing or account termination.
7.4 Tagging. All Output and Deliverables exported from the Platform will be tagged with unique customer usage information, including hash keys or other technical means, to enable identification and verification of the origin and integrity of such files. In the event of a dispute regarding the authenticity or modification of any Output or Deliverable, SID may verify the transaction information embedded within the file against its own records to determine whether the file has been altered or modified after export. This mechanism is intended solely for the purpose of resolving disputes concerning the provenance or integrity of exported results and does not constitute retention or access to Customer project data beyond what is strictly necessary for such verification.
7.5 Anonymised/Aggregated Data. Customer acknowledges and agrees that SID may use and analyse data relating to usage of the Platform and service performance, and to create anonymised and/or aggregated data that does not identify Customer or any individual, subject always to Clauses 7.2 and 7.3.SID may use such anonymised/aggregated data for statistical analysis, benchmarking, analytics, machine learning, service improvement, research, and business purposes, and may disclose it to third parties.
7.4 Customer Responsibility for Data. Customer is responsible for the accuracy, quality, legality, and appropriateness of Customer Data, and for obtaining all necessary rights and consents for SID to process Customer Data as contemplated by this EULA. Customer shall not upload any data that infringes third-party rights, includes malicious code, or violates Applicable Law.
7.5 Customer Data Management. Customer is responsible for managing, exporting, and backing up its Customer Data, Output, and Deliverables.
8.1 Nature of Output. Output and Deliverables are generated automatically by the Platform based on Customer Data.
8.2 No Professional Advice. The Platform and Deliverables do not constitute engineering, environmental, architectural, sustainability, or other professional advice or certification. Customer remains solely responsible for verifying the accuracy and suitability of Output and Deliverables for Customer’s intended use, for complying with all building codes, standards, and regulatory requirements, and for obtaining independent professional advice as needed.
8.3 Platform Disclaimer. To the fullest extent permitted by Applicable Law, the Platform, Services, Output, Deliverables, and Documentation are provided "as is" and "as available," and SID disclaims all warranties, representations or conditions, whether express, implied, statutory or otherwise, including merchantability, satisfactory quality, fitness for a particular purpose, accuracy, non-infringement, uninterrupted or error-free operation, and any warranties arising out of course of dealing or usage of trade. SID does not warrant that Output will be correct, complete, compliant with any specific code or standard, or suitable for regulatory submissions. Customer uses Output and Deliverables at its own risk. SID does not warrant that Output will meet any specific accuracy threshold, regulatory requirement, or third-party approval criteria.
9.1 Personal Data. Tothe extent SID processes Personal Data (as defined under the PDPA) on behalf ofCustomer in connection with the Services, SID shall:-
9.1.1 process Personal Data only for the purposes of providing the Services and on Customer’s documented instructions, including creating and administering user accounts, providing support, billing, security, usage analytics, and service communications, and, by creating an account, Authorised Users are deemed to have consented to SID's collection, use and disclosure of such Personal Data for such purposes;
9.1.2 implement reasonable security arrangements to protect Personal Data in SID’s possession or control to prevent unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks;
9.1.3 ensure that SID personnel with access to Personal Data are subject to confidentiality obligations;
9.1.4 notify Customer without undue delay upon becoming aware of a data breach involving Personal Data that is likely to result in significant harm to individuals, and cooperate with Customer’s reasonable requests to meet PDPA notification obligations;
9.1.5 delete or anonymise Personal Data in SID’s possession upon Customer’s written request or upon termination/expiry of the account, unless retention is required by law or for the establishment, exercise, or defence of legal claims;
9.1.6 ensure comparable protection for cross-border transfers of Personal Data, including by ensuring the recipient is bound by legally enforceable obligations to provide a standard of protection comparable to that under the PDPA.
9.2 Cookies and Telemetry. The Platform may use cookies and similar technologies and may collect usage, diagnostics, and telemetry information about Customer’s use of the Platform. SID may use such information to operate, secure, and improve the Platform, in accordance with SID’s privacy policy. By creating an account, Authorised Users are deemed to have consented to SID's use of such technologies.
9.3 Customer Obligations. Customer shall provide all required notices to, and obtain all necessary consents from, individuals whose Personal Data is included in Customer Data. Customer shall not provide special categories of personal data or highly sensitive personal data unless expressly agreed in writing.
9.4 Security. SID uses reasonable technical and organisational measures designed to protect Customer Data within the Platform. Customer is responsible for securing its own systems and devices, managing access controls, and maintaining the confidentiality of credentials.
9.5 Confidentiality. Each party may receive non-public information of the other that is identified as confidential or should reasonably be understood to be confidential ("Confidential Information"). The receiving party shall use Confidential Information only to perform its obligations or exercise its rights under this EULA and shall not disclose it to any third party except to its personnel and subcontractors with a need to know and who are bound by confidentiality obligations no less protective. Confidentiality obligations do not apply to information that is or becomes publicly available without breach, is independently developed without use of the discloser’s Confidential Information, or is rightfully received from a third party without restriction. A party may disclose Confidential Information as required by law or court order, provided it (where lawful) gives prompt notice and cooperates to seek protective treatment. Customer Data is Customer’s Confidential Information; the Platform, Documentation, pricing, and the terms of this EULA are SID’s Confidential Information.
10.1 Availability. The Services are provided on an "as is" and "as available" basis. SID makes no commitment to any minimum availability, processing speed, or recovery objectives unless expressly agreed in a separate service level agreement.
10.2 Technical Support. Customers may request technical support limited to platform training, guidance, and troubleshooting of Platform usage on Business Days (Singapore) from 9:00 a.m. to
6:00 p.m. SGT, excluding public holidays. Support excludes assistance with project data preparation, BIM modelling, consulting, or custom integration.
11.1 Suspension. SID may suspend access to the Platform, without liability, if: (a) Customer breaches this EULA (including non-payment);(b) suspension is necessary to prevent or mitigate security risks or fraud; (c)there is unplanned downtime, maintenance, or failure of Third-Party Services; or (d) required by law or governmental order. SID will use reasonable efforts to notify Customer of suspensions where practicable.
11.2 Changes to Services or Terms. SID may modify the Platform and this EULA from time to time. Material changes will be notified by email, in-product notice, or website posting. Continued use after the effective date constitutes acceptance. If a material change materially and adversely affects Customer’s rights and Customer objects in writing within 30 days of notice, the parties will discuss in good faith; if unresolved, Customer may stop using the Platform and, as Customer’s sole remedy, request a pro-rata refund of prepaid fees for unused time-bound subscriptions (if any); Credits remain non-refundable.
12.1 Platform IPR. SID and its licensors own all IPR in the Platform and Documentation. Customer acquires no rights other than those expressly granted.
12.2 Output and Deliverables. Subject to Customer’s compliance with this EULA and full payment of applicable fees, SID assigns to Customer allI PR in the Output and Deliverables generated specifically from Customer Data, excluding any SID Background IPR, tools, models, algorithms, templates, or generic know-how used to produce the Output and Deliverables. SID retains all rights in its Background IPR.
12.3 Feedback. If Customer or its users provide feedback, suggestions or ideas, Customer grants SID a worldwide, perpetual, irrevocable, royalty-free licence to use, reproduce, modify, and incorporate such feedback into the Platform and services without restriction or attribution.
12.4 Indemnity by Customer. Customer will defend, indemnify, and hold harmless SID, its Affiliates, andtheir directors, officers, employees and agents from and against all claims, damages, liabilities, costs and expenses (including reasonable legal fees)arising from or related to: (a) Customer Data, including any allegation that Customer Data infringes or misappropriates any rights or violates Applicable Law;
(b) Customer’s or Authorised Users’ use of the Platform in breach of this EULA;(c) any claim by a third party to whom Customer provides Output or Deliverables; or (d) any breach of Applicable Law by Customer.
13.1 Mutual Warranties. Each party warrants that it is duly organised and validly existing under the laws of its place of incorporation and has the authority to enter into and perform this EULA.
13.2 Third-Party Services. SID makes no warranties and has no liability for Third-Party Services, content or data.
14.1 Exclusion of Indirect Damages. To the maximum extent permitted by Applicable Law, neither party will be liable for any loss of profits, loss of revenue, loss of savings, loss of goodwill, loss of data, business interruption, or any indirect, special, incidental, consequential, exemplary, or punitive damages, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose.
14.2 Liability Cap. To the maximum extent permitted by Applicable Law, SID's total aggregate liability arising out of or related to this EULA to a Customer (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed the total amounts paid by Customer to SID for the Services giving rise to the claim in the 12 months immediately preceding the event giving rise to the liability.
14.3 Carve-outs. The limitations in Clauses 14.1 and 14.2 do not apply to: (a) Customer’s payment obligations; (b) Customer’s breach of Clauses 3.2 (Restrictions) or 9.5 (Confidentiality) or infringement/misappropriation of SID’s IPR; (c) Customer's indemnification obligations under Clause 12.4; or (d) liability that cannot lawfully be excluded or limited under Applicable Law.
14.4 Data Loss. Customer acknowledges that Customer is responsible for maintaining appropriate backups of Customer Data, Output and Deliverables. SID will not be liable for loss or corruption of data except to the extent caused by SID’s wilful misconduct.
15.1 Term. This EULA commences when accepted by Customer and continues until Customer’s account is terminated.
15.2 Termination by Customer. Customer may terminate its account at any time by giving written notice to SID.
15.3 Termination or Suspension by SID. SID may suspend or terminate Customer’s account or access to the Platform immediately, in whole or in part, if: (a) Customer breaches this EULA or fails to pay amounts due; (b) SID reasonably believes Customer’s use poses a security risk, is fraudulent, or may adversely impact the Platform or other users; (c) required by law or governmental order; or (d) SID discontinues the Platform in the Territory. Where practicable, SID will provide notice.
15.4 Consequences. Upon termination: (a) all rights and licences granted to Customer terminate;
(b) Customer shall stop using the Platform; (c) unpaid amounts become immediately due and payable; (d) Credits expire and are forfeited, and fees are non-refundable, except as expressly provided in this EULA. SID has no obligation to maintain Customer Data after termination and will delete Customer Data in accordance with Clause 15.5.
15.5 Survival. Clauses that by their nature should survive(including Clauses 3.2, 3.3, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15.4, 15.5, 16, 18,and 19) shall survive termination.
16.1 Compliance. Each party shall comply with Applicable Law. Customer is responsible for ensuring that its use of the Platform, Output and Deliverables complies with all applicable industry standards, procurement rules, and building or energy regulations.
16.2 Export; Sanctions. Customer shall not use, export, re-export, or transfer the Platform, Output or Deliverables in violation of export control or sanctions laws applicable in Singapore or other applicable jurisdictions.
16.3 Anti-Bribery. Each party shall comply with applicable anti-bribery and anti-corruption laws and maintain policies reasonably designed to prevent bribery.
16.4 Acceptable Use. Customer shall not use the Platform to transmit illegal, harmful, defamatory, or infringing content, or to conduct penetration testing or security scanning without SID’s prior written consent.
17.1 Scope. The Platform automatically extracts, computes, and reports envelope thermal transfer value (ETTV) and carbon emissions of building facades from Customer Data. The accuracy and completeness of Output depend on the quality, configuration, and completeness of Customer Data.
17.2 Dependencies and File Formats. The Platform may only support certain file formats, versions, or configurations. SID does not warrant compatibility with all models, datasets, or third-party tools.
17.3 Processing Constraints. Large or complex models may require additional processing time or may fail to process. SID does not commit to specific processing speeds or throughput.
17.4 Geographic Limitation. The Platform is designed for use in Singapore; models intended for other jurisdictions may require different assumptions or parameters. Customer is solely responsible for jurisdiction-specific validation.
18.1 Notices. SID may provide notices to Customer by email to the address associated with Customer’s account, via in-product notifications, or by posting on our website. Notices are deemed given when sent or posted. Notices sent by mail are deemed received three Business Days after mailing.
18.2 Contact. Customer must keep its contact details current and promptly notify SID of any changes.
19.1 Assignment; Subcontracting. Customer may not assign or transfer this EULA without SID’s prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided that the assignee is not a competitor of SID and agrees inwriting to be bound by this EULA. SID may assign or subcontract its obligations, in whole or in part, without notice, provided SID remains responsible for its subcontractors’ performance.
19.2 Independent Contractors. The parties are independent contractors. This EULA do not create any partnership, joint venture, agency, or fiduciary relationship.
19.3 Force Majeure. Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, labour disputes, internet or telecommunications failures, denial-of-service attacks, utility failures, epidemics, war, terrorism, civil unrest, or governmental actions, provided that the affected party uses reasonable efforts to mitigate and resume performance.
19.4 Entire Agreement; Severability; No Waiver. This EULA constitutes the entire agreement and supersedes all prior or contemporaneous agreements regarding the subject matter. If any provision is held invalid, the remainder remains in effect, and the provision shall be enforced to the maximum extent permissible. No waiver is effective unless in writing and signed; a failure to enforce is not a waiver.
19.5 Publicity. SID may identify Customer as a customer (usingCustomer’s name and logo) on its website and in marketing materials, subject toany reasonable brand guidelines provided by Customer. Customer may opt out bywritten notice.
19.6 Governing Law; Dispute Resolution. This EULA is governed by the laws of Singapore, without regard to conflict of laws rules. The parties submit to the exclusive jurisdiction of the courts of Singapore. Notwithstanding the foregoing, either party may seek interim or injunctive relief in any court of competent jurisdiction.
19.7 Language. This EULA is drafted in English, which shall be the governing language.
19.8 Interpretation. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation".
19.9 No Third-Party Rights. A person who is not a party to this EULA has no rights under the Contracts (Rights of Third Parties) Act 2001 to enforce any term herein.
19.10 Execution; Electronic Acceptance. This EULA may be accepted electronically. Use of the Platform constitutes acceptance.
19.11 Consumer Protection. Customer confirms it is not acquiring the Services as a consumer. Accordingly, the Consumer Protection (Fair Trading) Act 2003 of Singapore does not apply.
Contact: For questions regarding this EULA or the Services, please contact SID via the contact details provided on the Platform or invoice.
