Terms & Conditions

Authorised Individual – those employees, agents and independent contractors of the User who are authorised by the User to use the Services.

Business Day – a weekday which is not a public holiday in England.

Content – the data, information or other material inputted by the User and/or Authorised Individuals for the purpose of using the Services or facilitating the User's use of the Services.

Effective Date – the date the User entered into this Agreement.

Services – the Luminaire Broker, as defined in the User’s Membership Plan.

Membership Plan – the membership plan entered into by the User which makes reference to this Agreement, covering in respect of each User the Services which may be accessed and used by the User.

Membership Term – means the period from the Effective Date until termination of this Agreement.

1. Subject to the User continuing to comply with the terms of this Agreement, Arup hereby grants to the User a non-exclusive, non-transferable right to permit the Authorised Individuals to access and use the Services during the Subscription Term solely for the User’s internal business operations.
2. In order to register for access to the Services (or any time thereafter upon Arup’s request), the User must provide evidence of procedures that they have in place to:
   1. ensure that their manufacturing facilities are managed in terms of quality assurance, in compliance with the international ISO 9001:2015 standard (or equivalent, subject to Arup’s approval); and
   2. manage waste and other environmental issues resulting from the manufacturing process, in compliance with the requirements of the international ISO 14001:2015 standard (or equivalent, subject to Arup’s approval).
3. In relation to each of the Authorised Individuals, the User undertakes that:
   1. a name, a valid email address, and any other information requested by Arup will be provided.
   2. each login may only be used by one natural person - a single login shared by multiple people is not permitted, and Arup does not allow for logins or accounts to be operated by “bots”. The User may create separate logins for as many people as the User’s Membership Plan allows. If the User’s Membership Plan is silent on a maximum number of separate logins the User may create as many as is reasonable and proportionate having regard to: (i) the size of the User’s organisation; and (ii) the nature of the User’s ordinary business operations. Arup reserves the right to decide, at its sole discretion, what constitutes “reasonable and proportionate” for the purposes of this clause.
   3. each Authorised Individual is responsible for maintaining the security of their account and password. Arup cannot and will not be liable for any loss or damage from the User’s failure to comply with this security obligation.
4. The User is responsible for all Content inputted and activity that occurs under the User’s account, even when Content is posted by others who have accounts under the User’s account or by unauthorised third parties using the User’s account. The User must not:
   1. use the Services for any illegal or unauthorised purpose.
   2. in the use of the Services, violate any laws in the User’s jurisdiction (including but not limited to copyright or trademark laws).
   3. modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with the Services, Arup, or any other Arup service.
   4. reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by Arup.
   5. upload, post, host, or transmit unsolicited email, SMSs, "spam" messages or any material that is offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable.
   6. transmit any worms or viruses or any code of a destructive nature.
5. Technical support is provided via email and phone during “business hours”, as defined in clause 15.2. Arup may revise the support services at its sole and absolute discretion from time to time.
6. The User understands and agrees that:
   1. Arup uses partners to provide the necessary hardware, software, networking, storage, and related technology third-party vendors and hosting required to run the Service; and
   2. the technical processing and transmission of the Services, including the User Content, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
   3. While Arup prohibits offensive conduct and Content posted on the Services, Arup cannot be responsible for the Content inputted on the Services and the User nonetheless may be exposed to such materials. The User agrees to use the Services at the User’s own risk.
   4. Where the Services include or are based on data provided by third parties, Arup only accepts liability for the output of the Services containing or based on such data to the extent that it has expressly accepted any such liability by separate agreement with the User in writing.
7. The User may use the Arup pages static hosting service solely as permitted and intended to host the User organisation pages, personal pages, or project pages, and for no other purpose. The User may not use Arup pages in violation of Arup's trademark or other rights or in violation of applicable law.
8. Arup and its hosting providers will take all reasonable measures to safeguard the User’s Content. The User will use all reasonable endeavours to ensure that Authorised Individuals, maintain back-up copies of any Content for archive and roll-back purpose.
9. Arup may, but have no obligation to, remove Content and accounts containing Content that it determines in its sole discretion infringes the conditions under clause 1.4 or any of the terms under this Agreement.
10. Arup reserves the right to temporarily disable the User’s account if the User’s usage significantly exceeds the average usage of other Service Users or such other usage criteria as have been agreed with the User in writing. Arup will contact the account owner before taking any action except in rare cases where the level of use may negatively impact the performance of the Service for other Users or for Arup.
11. If Arup makes material changes to these terms, it will notify the User by email or by posting a notice on the Luminaire Broker site before the changes are effective. Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to these terms and conditions. Continued use of the Services after any such changes shall constitute the User’s consent to such changes.
12. The User acknowledges that the Services are subject to continuous development and change of specification without notice. Notwithstanding the foregoing, Arup will give reasonable notice of any material change to the specification or any functionality or API call prior to implementing such change. A change shall not be material unless, when implemented, it is likely to negatively impact on the User’s use of the Services.
13. The User may not access the Services other than through the documented user interface. Unless the User has been granted, and has paid for, API access as set out in clause 2 below, the User may not access the Services programmatically. In particular, the User may not use any form of “screen scraper” or other automated process to access any part of the Services’ human-machine interface. The User may not attempt, or cause any third party to attempt, to access the services for penetration testing or other security or performance-related purposes without the prior written permission of Arup, which may be withheld or conditioned at Arup’s absolute discretion.

NOTE: API access as envisioned by this clause 2 is not currently available. Please check again soon.

1. Where Arup provides the facility and where agreed as part of the User’s Membership Plan, the User may access its account data via an Application Programming Interface (API). Any use of the API, including use of the API through a third-party product that accesses an Arup service, is bound by these terms and conditions plus the following specific terms:
2. The User expressly understands and agrees that Arup shall not 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 Arup has been advised of the possibility of such damages), resulting from the User’s use of the API or third-party products that access data via the API.
3. Abuse or excessively frequent requests to the Services via the API may result in the temporary or permanent suspension of the User’s account access to the API. Arup, in its sole discretion, will determine abuse or excessive usage of the API. Arup will make a reasonable attempt via email to warn the account owner prior to suspension.
4. The User shall not access or attempt to access the API other than through the documented interface.
5. Any tokens provided by Arup to authenticate and grant access to any API are proprietary to and the confidential information of Arup. Such tokens shall be used solely to access the API as expressly permitted by this Agreement and the User’s shall be responsible for all use under any token issued to it whether authorised or not until the User has notified Arup that any such token has been compromised. Should any token be incorporated into software (as permitted by the terms applicable to the documented interface), the User shall take all reasonable steps to obfuscate the token within the software.

If and to the extent the User accesses the Services as part of (or in connection with) a separate agreement with Arup (or any other company in the “Arup” group of companies) for the performance of professional services (“Arup Commission”), for the avoidance of doubt:

1. this Agreement alone shall govern the User’s access to and use of the Services; and
2. the Arup Commission shall be subject solely to such terms as are agreed separately by the parties in writing.

1. This Agreement commences on the Effective Date and shall continue for the Membership Term.
2. Without affecting any other right or remedy available to it, Arup may immediately terminate this Agreement or any Services if the User has: (a) breached any term of this Agreement; or (b) used or permitted the use of the Services otherwise than in accordance with this Agreement. Such termination will result in the deactivation or deletion of the User’s account or the User’s access to the User’s account, and the forfeiture and relinquishment of all Content in the User’s account.
3. Either party may terminate this Agreement if the other party has a receiver or administrative receiver appointed of it or over any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if such party enters into any voluntary arrangement with its creditors or shall become subject to an administration order.
4. The User can cancel the User’s account at any time via the User’s account settings, thereby terminating this Agreement. The User is solely responsible for properly cancelling their account; an email or phone request to cancel the User’s account is not considered cancellation.
5. All of User’s login details and user accounts will be deleted from the Services upon cancellation, and all Content in the User’s account shall be forfeited and relinquished. This information cannot be recovered once the User’s account is cancelled.
6. Arup may suspend the provision of Services without notice, without prejudice to the termination rights set out in this Agreement, should either the right to terminate have arisen, or Arup reasonably determines that its right to terminate is imminent.

1. The User acknowledges and agrees that Arup and/or its licensors own all intellectual property rights in the Services and any and all related software. Except as expressly stated herein, this Agreement does not grant the User any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services. This is an access licence, and is not a licence to software, so no rights to decompile etc. any software arise by virtue of the Software Directive 2009/24/EC or otherwise.
2. Arup claim no intellectual property rights over the materials the User provides in respect to the Services. The User’s profile and materials uploaded remains the property of the User.
3. The User grants (or undertakes to procure the grant) to Arup a non-exclusive, royalty free licence to use any and all Content, proprietary materials, data feeds or items necessary to provide the Services, if any. Subject to maintaining confidentiality in accordance with this Agreement, Arup may use any Content in connection with providing the Services, and any other products or services agreed between the parties, as Arup may require.

1. The User shall defend, indemnify and hold harmless Arup against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any claim from a third party relating to the User’s use or misuse of the Services, or any use or misuse of the Services arising from the User’s default, or any claim of breach of copyright, database right or other intellectual property right arising out of Arup’s use of any data or content which the User has purported to license or provide a licence for under clause 5.3 provided that:
   1. the User is given prompt notice of any such claim;
   2. Arup provides reasonable co-operation to the User in the defence and settlement of such claim, at the User’s sole expense; and
   3. the User is given sole authority to defend or settle the claim.
2. In no event shall Arup, its employees, agents and sub-contractors be liable to the User to the extent that the alleged infringement is based on:
   1. a modification of the Services by anyone other than Arup; or
   2. the User’s use of the Services is in a manner contrary to the instructions given to the User by Arup or otherwise than in accordance with this Agreement; or
   3. the User’s use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

1. The Services are made available to the User free of charge on the basis that no representations or warranties express or implied are made regarding their performance, the accuracy or completeness of the data and/or information contained therein or the outputs, and the Services are provided strictly on an “as is” basis. In particular, Arup does not warrant that:
   1. the Services will meet the User’s specific requirements;
   2. the Services will be uninterrupted, timely, secure, or error-free;
   3. the results that may be obtained from the use of the Services will be accurate or reliable;
   4. the quality of any products, services, information, or other material purchased or obtained by the User through the Services will meet the User’s expectations; or
   5. any errors in the Services will be corrected.
2. The User expressly understands and agrees that Arup shall not be liable for (a) any loss of profits, loss of goodwill, loss of use, or loss/corruption of data and/or (b) indirect, incidental, special, consequential or exemplary damages, or other intangible losses (even if Arup has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (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 service; (iii) unauthorized access to or alteration of the User’s transmissions or data; (iv) statements or conduct of any third-party on the service; (v) or any other matter relating to the Services.
3. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
4. Nothing in this Agreement excludes Arup’s liability for:
   1. death or personal injury caused by the Supplier's negligence; or
   2. fraud or fraudulent misrepresentation.
5. Subject to clause 7.4, Arup’s total aggregate liability in contract (including in respect of the indemnity at clause 6), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the sum of £100.

1. Each party shall retain in confidence and require its employees, agents and contractors, to retain in confidence all information contained in the Services and all information and know-how, regardless of form, transmitted to such party that the disclosing party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information”). The receiving party shall retain Confidential Information in as secure a manner as reasonably possible, but in no event less secure than the receiving party retains its own Confidential Information. Confidential Information shall remain the sole property of the disclosing party and shall not be disclosed to any third party without the express written consent of the disclosing party (except, solely for the receiving party’s internal business needs, to consultants who are bound by a written agreement with the receiving party to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement).
2. Confidential Information shall not include any information that:
   1. is at the time of disclosure or subsequently becomes publicly available without the receiving party’s breach of any obligations owed the disclosing party;
   2. became known to the receiving party prior to the disclosing party’s disclosure of such information to the receiving party;
   3. became known to the receiving party from a source other than the disclosing party other than by the breach of an obligation of confidentiality owed to the disclosing party;
   4. is independently developed by the receiving party; or
   5. is produced in compliance with applicable law or a court order, provided the other party is given reasonable notice of such law or order and an opportunity to attempt to preclude or limit such production. This Agreement constitutes the proprietary information of Arup. This clause shall survive termination of the Agreement.
3. In carrying out the Services, Arup will have access to and acquire the Content. The User agrees to give Arup access to such Content on a continuous basis and/or on request using such means or methods as are set out under the Agreement (including programmatic API access).
4. The Users grants to Arup a perpetual, irrevocable, royalty-free, non-exclusive, worldwide licence to extract, store, analyse, copy and publish the results of the analysis and extracts of the Content, subject always to the restrictions set out under this clause 8 and clause 10 below. Arup may analyse the Content (alone and in combination with other data) for any purpose at any time. The User shall have no rights in the analysis of such Content.
5. Arup shall keep the Content confidential in accordance with the confidentiality obligations as set out in this clause 8. However, such obligation of confidentiality shall not apply to the publication or dissemination of a subset of the Content, or the results of the analysis of the Content (including an analysis involving other data) (‘Results’); provided that the Results are not identified or, identifiable with a specific User, structure or project.
6. Where the Content includes personal data (within the definition of the relevant data protection laws, including the UK Data Protection Act or the General Data Protection Regulation), such Content shall be dealt in accordance with applicable data protection laws as set out in clause 10 below.

If there is an inconsistency between any of the provisions in the main body of this Agreement and the Membership Plan, the provisions in this Agreement shall prevail.

1. Where applicable, each party undertakes to comply with its obligations under any relevant data protection laws including (where applicable) the UK Data Protection Act 1998 or the General Data Protection Regulation.
2. If Arup processes any personal data on the User’s behalf when performing its obligations under this Agreement, the parties record their intention that the User shall be the data controller and Arup shall be a data processor and in any such case:
   1. the User acknowledges and agrees that the personal data may be transferred or stored in the country where the User and the Authorised Individuals are located and outside of the European Economic Area in order to carry out the Services and Arup’ other obligations under this Agreement;
   2. the User shall ensure that the User is entitled to provide the relevant personal data to Arup so that Arup may lawfully use, process and transfer the personal data to perform its obligations under this Agreement;
   3. the User shall ensure that the relevant third parties have been informed of, and where necessary, have given their consent to, such use, processing and transfer as required by all applicable data protection laws;
   4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
3. Where appropriate and agreed between the parties the terms of this clause 10 shall be supplemented by a Data Processing Agreement in a form to be supplied by Arup.
4. the Content and Authorised Individuals’ login information described in clause 1.3 shall, to the extent it constitutes personal data, be collected and used by Arup subject to the terms of the Privacy Notice.

No delay, neglect or forbearance on the part of either party in enforcing against the other party any term of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of the party under this Agreement.

If it is held under any enactment or rule of law that any provision of this Agreement is void or otherwise ineffective in whole or in part then any other part and the other terms of this Agreement shall continue in full force and effect.

This Agreement is the complete and exclusive statement of the agreement between the User and Arup which supersedes all proposals or prior agreements oral or written save any expressly agreed terms that have been signed by an authorised representative of Arup and the User and save as expressly set out in this Agreement all representations, conditions or warranties express or implied statutory or otherwise are excluded, to the maximum extent permitted by law.

A purported variation of this Agreement is not effective unless in writing signed by an authorised senior representation of both parties.

1. Any notice or consent required or given under this Agreement shall be in writing, in English, either personally delivered or sent by email (to an appropriately senior representative of the receiving party) or by first class airmail, and sent to the registered address of the receiving party or such other address as such party may from time to time designate by notice to the other party.
2. Communications shall be deemed to have been received as follows:
   1. (if sent by post) three Business Days after posting;
   2. (if delivered by hand) on the day of delivery, if delivered at least two hours before the close of business hours on a Business Day, and otherwise on the next Business Day;
   3. (if sent by email) upon receipt of an acknowledgement email confirming the receipt of the email message, if received at least two hours before the close of business hours on a Business Day, and otherwise on the next Business Day. An automatic reply shall not be deemed as the acknowledgement of an email message.

In this Agreement, “business hours” means between the hours of 09.00 and 17:30 GMT on a Business Day.

The parties do not intend that any term of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.

1. The User shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
2. Arup may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
2. The English courts shall have exclusive jurisdiction to determine any disputes which may arise out of, under, or in connection with this Agreement.