Terms and Conditions of Use

  1. Definitions

    API

    Application Programming Interface - a method of programmatic access to Product Data in Data Yard, enabling direct integration with a Licensed Merchant's business systems, subject to authorisation by BMDS and the relevant Licensed Manufacturer.

    Annual Fee

    Annual fee charged by BMDS to Licensed Manufacturers and, in certain circumstances, to Licensed Merchants

    Data Template

    A product data template originally defined by the BMF, forms the core data model framework for BMDS, who now lead on its development. The template will have regular development cycles based on user feedback and industry requirements.

    Data Quality Level

    An indication based on the Data Completeness Standards of a manufacturer’s Product Data

    Data Completeness Standards

    Standards created and managed by BMDS for measuring the completeness of a manufacturer’s Product Data

    Data Yard

    The on-line repository of hosted Product Data which is owned and managed by BMDS and accessed via: https://prod-pxp-idp.proplanet.nl/en/login

    BMF

    Builders Merchants Federation - 1180 Elliott Court, Herald Avenue, Coventry, United Kingdom, CV5 6UB

    BMDS

    Building Materials Digital Services Limited, company number 16294141, of 1180 Elliott Court, Herald Avenue, Coventry, United Kingdom, CV5 6UB

    Licence

    A licence granted by BMDS to access Data Yard and to use Data Yard for the permitted purpose.

    Licensed Manufacturer

    A Manufacturer granted a Licence

    Licensed Merchant

    A Merchant granted a Licence

    Manufacturer

    A manufacturer of building materials and related products; In these Terms & Conditions, the term Manufacturer includes importers, distributors and other agencies who may host their Product Data in Data Yard

    Merchant

    A merchant, distributor or wholesaler dealing in Building Materials and related products. In these Terms & Conditions, the term Merchant includes merchant buying groups

    NMBS

    National Merchant Buying Society

    Subscription

    Annual fee charged by BMDS to Licensed Manufacturers and, in certain circumstances, to Licensed Merchants

    User

    A person or organisation which has been granted permission to access Data Yard. Users may be Licensed Manufacturers or Licensed Merchants, employees of Licensed Manufacturers or Licensed Merchants or granted access to Data Yard as a guest

    1. Introduction

    • These Terms & Conditions, together with the associated Privacy Policy govern use of Data Yard. Continued use of Data Yard implies acceptance of these Terms & Conditions.

    • Clause and paragraph headings shall not affect the interpretation of these Terms and Conditions.

    • A reference to any party includes that party’s personal representatives, employees, successors or permitted assigns.

    • With the exception of Clauses 8, 9, 10 and 11 these Terms & Conditions apply to all Users

    • Licensed Manufacturers and Users employed by Licensed Manufacturers are also subject to the additional Terms & Conditions in Clauses 8, 10 and 11.

    • Licensed Merchants and Users employed by Licensed Merchants are also subject to the additional Terms & Conditions in Clauses 9, 10 and 11.

  2. The Role of BMDS

    • BMDS is a company limited by guarantee, for which BMDS is the sole guarantor, created for the specific purpose of developing and managing Data Yard and provision of related services.

    • In developing and managing Data Yard, BMDS intends only to provide a Product Data hosting and distribution service for the benefit of its customers, affiliate customers and the wider UK building materials industry.

    • BMDS does not offer for sale the products represented by the Product Data, nor does it benefit commercially from the sale of those products by Manufacturers, Merchants or any other third parties.

    • BMDS retains the right to change the specification and functionality of Data Yard at any time without prior notice to Users.

  3. Permitted Purpose

    • The Product Data hosted in Data Yard is supplied by Licensed Manufacturers and may be:

      • Exported, or otherwise accessed, by Licensed Merchants both for general reference and for the purpose of facilitating their business processes. The latter may include, but are not restricted to, use of the Product Data in the Licensed Merchant’s web site(s), mobile apps, catalogues and business software applications.

      • Searched and viewed by Licensed Merchants for reference and for the purpose of generating and downloading Product Data

      • Accessed programmatically via API by Licensed Merchants, for the purpose of integrating Product Data directly into the Licensed Merchant's own business systems, including but not restricted to ERP, e-commerce, and product information management systems. API access is subject to the same manufacturer permission controls as manual export, and to any technical specifications, usage limits, and fair use policies set by BMDS from time to time.

    • It is understood that, through normal usage in these processes, the Product Data will be accessed by, and visible to, various third parties and this is covered by the Permitted Purpose.

  4. Intellectual Property

    • All intellectual property rights (including copyright, database rights, trademarks, trade or business names and other protected rights) in Data Yard (including any supporting materials and documentation) shall remain at all times the property of BMDS or its licensors and Users shall acquire no rights in any such material except as expressly provided in these Terms and Conditions.

    • All intellectual property rights in the Product Data remain at all times the property of the Manufacturer which supplied it.

  5. Limitation of Licence

    • No modification, exporting or redistribution of the Product Data is allowable other than for the Permitted Purpose.

    • Users may not use Data Yard or the Product Data for the purpose of developing and/or maintaining an alternative service provision which directly or indirectly competes with Data Yard or in some way serves the same or a similar purpose.

    • Users agree to report to BMDS as soon as they become aware of any misuse of Data Yard or the Product Data.

  6. User Log-In details

    • Users will be provided with a username and will be required to create a password: both username and password should be kept confidential and not shared with any third party.

    • If a User knows or suspects that anyone other than themselves knows their username or password, they must notify BMDS promptly.

    • Licensed Manufacturers and Licensed Merchants should notify Data Yard promptly of any Users who have left their employment.

    • If a User has not logged into the Data Yard platform after 60 days, the User may be suspended

  7. Licensed Manufacturers

    • In consideration of the Subscription, BMDS grants to the Licensed Manufacturer a non-assignable licence to host its Product Data in Data Yard.

    • The Licensed Manufacturer will use its best efforts to ensure that all its Product Data hosted in Data Yard is complete, accurate, up-to-date and conforms with the appropriate standards, and to ensure that any updates, including corrections, detail changes and data relating to new products are imported in a timely manner.

    • The Licensed Manufacturer grants licence to BMDS to host the Product Data within Data Yard.

    • The Licensed Manufacturer understands that it has control over which Licensed Merchants are granted permission to export its Product Data from Data Yard and that:

      • BMDS will not enter into any dispute that arises between Licensed Manufacturer and Licensed Merchant over the granting of this permission.

      • Subject to such permission being granted, the Licensed Manufacturer grants licence to the Licensed Merchant to export its Product Data for the Permitted Purpose.

    • The Licensed Manufacturer confirms it owns copyright in all Product Data it supplies to, or uploads to, Data Yard, or has obtained permission from the copyright holder, and indemnifies BMDS and Licensed Merchants against any subsequent legal action for breach of copyright.

    • The Licensed Manufacturer understands that it retains copyright in the Product Data and is responsible for seeking legal redress in the event of any misuse.

    • Subject to the above conditions and to prior agreement with BMDS the Licensed Manufacturer may include products from other Manufacturers, for which it holds distribution rights, in its Data Yard listing. The Licensed Manufacturer understands that this data may be removed from Data Yard if:

      • Data for the same products is subsequently listed in Data Yard by the original Manufacturer of the products, or

      • The Licensed Manufacturer loses distribution rights for those products.

    • The Licensed Manufacturer indemnifies BMDS against any legal action by a Licensed Merchant to redress loss of business or profit resulting from the Product Data it hosts in Data Yard being incomplete, inaccurate or out of date.

    • BMDS will periodically review the Licensed Manufacturer’s Product Data and assign the appropriate Data Completeness Level. The Licensed Manufacturer understands that their Data Completeness Level may be downgraded or revoked should their Product Data fail to meet the required Data Completeness Standards.

    • The Licensed Manufacturer understands that once exported by a Licensed Merchant, the Product Data is no longer under the control of BMDS and may be changed by the Licensed Merchant without notice.

    • The Licensed Manufacturer will make reasonable efforts to deal with any queries relating to its Product Data, raised by either BMDS or a Licensed Merchant, in a timely manner.

  8. Licensed Merchants

    • BMDS grants to the Licensed Merchant a non-assignable Licence to access Data Yard solely for the Permitted Purpose.

    • Merchants who are members of the BMF, NMBS, or BMDS merchant / buying group shareholder are granted a Licence on request.

    • Merchants who are not members of the BMF, NMBS, or BMDS merchant / buying group shareholder are granted Licence in consideration of a Annual Fee subscription and subject to BMDS discretion.

    • The Licensed Merchant understands that the Licensed Manufacturer retains copyright in the Product Data and may seek legal redress in response to any misuse.

    • The Licensed Merchant understands that each Licensed Manufacturer has control within Data Yard over which Licensed Merchants are granted permission to export its Product Data and that BMDS:

      • cannot guarantee that this permission will be granted.

      • will not enter into any dispute that arises between Licensed Manufacturer and Licensed Merchant over the granting of this permission.

      • Where a Licensed Merchant accesses Product Data via API integration, such access is subject to the same manufacturer permission controls as manual export. The Licensed Merchant is responsible for ensuring that any API integration complies with the technical specifications and usage limits set by BMDS. BMDS reserves the right to suspend or restrict API access where it determines that usage is excessive, non-compliant, or detrimental to platform performance.

    • The Licensed Merchant understands that BMDS is merely providing a hosting and distribution service for the Product Data and is not liable for the consequences of any Product Data which is found to be incomplete, inaccurate or out of date.

    • The Licensed Merchant understands that the Data Completeness Level assigned to each Manufacturer is merely an indication of the completeness of their Product Data and does not represent a guarantee by either the Licensed Manufacturer or BMDS.

    • The Licensed Merchant understands that once it has exported Product Data it is no longer the responsibility of the Licensed Manufacturer, and it is the Merchant’s responsibility to appraise itself of any subsequent changes to the Product Data held in Data Yard and to export an updated version if required.

    • The Licensed Merchant undertakes to notify Licensed Manufacturers of any queries relating to their Product Data using the feedback loop mechanism in Data Yard.

    • The Licensed Merchant understands that Data Yard will retain records of access to, export and download of the Product Data which may be used as the basis of statistical analysis and, subject to GDPR restrictions, shared with Licensed Manufacturers.

  9. Annual Fee

    • Licensed Manufacturers are subject to an Annual Fee.

    • Licensed Merchants who are members of BMF, NMBS, or a BMDS merchant/buying group shareholder are granted a Licence free of charge. Licensed Merchants who are not members of any of the above are granted a Licence in consideration of an Annual Fee, subject to BMDS discretion.

    • Where a Licensed Merchant accesses Data Yard via API integration, an additional usage-based fee may apply. Details of any applicable API usage fees will be set out in a separate schedule agreed between BMDS and the Licensed Merchant prior to API access being granted.

    • The Annual Fee for Manufacturers is calculated according to BMDS’s current table of rates. BMDS may increase the Annual Fee at the start of each annual period by giving the User at least 14 days’ prior written notice, provided that any such increase does not exceed the increase in the Consumer Prices Index (CPI) in the preceding 12-month period.

    • The Annual Fee is charged annually in advance and is payable within 30 days of the invoice date.

    • All fees are exclusive of VAT. VAT will be charged in addition at the prevailing rate and is payable on receipt of a valid VAT invoice from BMDS.

    • Without prejudice to any other right or remedy, if a User fails to pay any sum due by the due date, interest will accrue on the overdue amount from the due date until payment, whether before or after judgment, at 5% per annum above the Bank of England base rate from time to time (and at 5% per annum for any period when that base rate is below 0%).

    • Where a User has not paid its Annual Fee by the due date, BMDS reserves the right to suspend access to Data Yard at its discretion during the 14-day notice period referred to above, and shall suspend access if payment remains outstanding at the end of that period.

  10. Cancellation or Non-Renewal of Licence

    • Should a Licensed Manufacturer not pay its Annual Fee and remain in default not less than 14 days after being notified to make payment:

      • its Licence will be revoked.

      • all Product Data imported by that Licensed Manufacturer will be withdrawn from Data Yard at a time to be mutually agreed between the Licensed Manufacturer and BMDS but, in any event, no more than six months after the date when the Subscription was due.

    • Should a Licensed Merchant cease to be a member of the BMF, NMBS or a BMDS merchant/buying group shareholder, its Licence may be immediately revoked.

    • Where a Licensed Merchant is subject to an Annual Fee and fails to pay it, and remains in default not less than 14 days after being notified to make payment, its Licence will be revoked.

    • Any Licensed Manufacturer or Licensed Merchant which ceases trading will have its Licence immediately revoked.

    • Should any User be found to be in breach of these Terms & Conditions, BMDS will notify the User in writing. Where the breach is capable of remedy, the User will have 14 days from the date of notification to remedy the breach. If the breach is not capable of remedy, or is not remedied within 14 days, the User’s Licence will be immediately revoked.

    • No refund will be made of any Subscription previously paid should any User’s Licence be revoked for any reason.

  11. Limitation of Liabilities

    • Nothing in these Terms & Conditions limits or excludes BMDS's liability for death or personal injury caused by negligence, liability for fraud or fraudulent misrepresentation, or any other liability that cannot legally be limited or excluded.

    • BMDS does not warrant that the Product Data conforms with the appropriate standards but will use its best efforts to ensure that this condition is met.

    • BMDS does not warrant the accuracy or timeliness of the Product Data.

    • The existence of Product Data in Data Yard does not imply that the products concerned are available to purchase, nor that they meet any particular quality or performance standard or are fit for purpose.

    • BMDS does not warrant the continued availability of Data Yard but will use its best efforts to ensure this condition is met subject to the need for occasional downtime for essential system maintenance.

    • BMDS shall not be liable for the non-availability of Data Yard through Force Majeure or any other circumstances outside its reasonable control.

    • BMDS does not guarantee that Data Yard will be secure or free from bugs or viruses. Users are responsible for configuring their information technology, computer programmes and platform in order to access Data Yard and should make their own provisions for virus protection.

    • BMDS shall not be liable for any loss or damage caused by a virus or other technologically harmful material that may infect any User's computer equipment, computer programs or data due to their use of Data Yard.

    • BMDS shall not be liable for loss of profits (including loss of anticipated savings), loss of business or business opportunity, loss of use or corruption of software, data or information, loss of or damage to goodwill, or any indirect or consequential loss.

    • Subject to the above, BMDS's total liability under or in connection with these Terms & Conditions shall not exceed an amount equal to 100% of the Annual Fee paid by the User in the 12-month period immediately preceding the relevant claim

  12. Data Completeness Standards

    • Details of the Data Completeness Standards are available on request (by Licensed Manufacturers and Licensed Merchants) from BMDS

  13. Data Protection

    • Each party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, in connection with their use of Data Yard.

    • BMDS will process personal data (including User login credentials and usage data) solely for the purposes of operating and administering Data Yard. Details of how personal data is collected, used and protected are set out in the Data Yard Privacy Policy.

    • Users must ensure they have appropriate authority to share any personal data with BMDS in connection with their use of Data Yard, and that any such sharing complies with applicable data protection legislation.

  14. Confidential Information

    • Both BMDS and the User undertake not to disclose to any third party any confidential or sensitive information which comes into its possession as a result of carry out its obligations or exercising its rights under these Terms & Conditions.

    • This undertaking shall continue for a period of two years after cancellation of a Subscription and/or revocation of a User’s Licence.

  15. Suitability of Product Data

    • BMDS reserves the right to delete from Data Yard, without notice, any Product Data which is inaccurate, misleading, does not conform with the required technical standards or is otherwise deemed unfit for purpose or inappropriate for inclusion.

  16. Communications

    • Users agree that BMDS may send them emails notifying them of additions and changes to the Product Data and other information directly pertaining to use of the Data Yard.

  17. General

    • No variation of these Terms & Conditions shall be effective unless it is agreed in writing by an authorised representative of both parties.

    • These Terms & Conditions are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms & Conditions.