Terms & Conditions

01Acceptance of terms

These Terms & Conditions ("Terms") form a binding agreement between you and BIM Tool Belt Inc., operating as VDC Stack ("VDC Stack", "we", "us"). They apply when you visit VDCstack.io, create an account, join an early-access program, or buy any of our software or services (together, the "Services"). If you do not agree, please do not use the Services.

If you accept on behalf of a company or other organization, you confirm you have authority to bind it. In that case, "you" and "Customer" mean that organization.

02Who we are

VDC Stack is a business name of BIM Tool Belt Inc., an Ontario corporation (Business Identification Number 1001789973) based in Ilderton, Ontario, Canada. We build software and custom digital tools for VDC, BIM and Digital Delivery teams. We also provide custom tooling, pay-per-use auditing and consultation services.

Mailing address: PO Box 38, Ilderton, Ontario N0M 2A0. Email: [email protected].

03Eligibility & business use

You must be at least 18 years old, or the age of majority where you live, to use the Services. The Services are designed for professional and business use by construction, design and owner organizations, and by individual professionals, such as sole proprietors and consultants, acting for their business. They are not intended for personal, family or household purposes. By creating an account or placing an order, you confirm that you are acting for business purposes.

04Accounts & users

• Provide accurate account information and keep it current.
• For products licensed per company, users sign in with an email address on your company's own domain (for example, [email protected]). For BEP Builder, which is licensed per project, you may invite anyone to a project, whatever their email address or organization (see Section 6).
• Keep credentials secure and do not share logins. Each user needs their own account.
• You are responsible for all activity under your account, including the actions of users you invite and the permission levels you assign to them.
• Your company's account administrators can access, manage, export or remove the content created by users on your company's domain. For a BEP Builder project, the licence holder can do the same for all content in that project, including content added by invited collaborators.
• Tell us right away at [email protected] if you suspect unauthorized access.

05Early access

We may sometimes offer new products or features before general release, for example as an early-access or beta feature. During early access:

• Features may change, be incomplete, or be removed.
• Availability and performance are not guaranteed, and any service levels described in Section 20 do not apply.
• Joining a waitlist does not guarantee access, a release date or a particular price.
• Any early-access pricing or discounts will be stated in writing and apply only for the period stated.

06Subscriptions & renewals

• Your subscription term, plan, users and fees are set out in your order, checkout page or quote (the "Order").
• Unless a product is licensed per project (see below) or your Order says otherwise, products and services are licensed per company. A licence covers one company and its users on that company's email domain. Subsidiaries, affiliates and other companies need their own licence.
• BEP Builder is licensed per project for one year from the date of purchase. One licence covers one project. The person who buys it (the "licence holder") may invite anyone, inside or outside their organization, to edit or view the project, and may publish it. Only the licence holder can invite or remove people. Invited collaborators do not need their own licence, but each must create a free account, which gives access only to the projects they are invited to. BEP Builder licences do not renew automatically. You can renew a licence for another year at the price then in effect. If you do not renew, the project becomes read-only: you and your collaborators can still view and export it while your account remains open, but no one can edit it. The fee is shown at checkout.
• Subscriptions, where offered, renew automatically every 30 days unless you cancel before the renewal date.
• Prices are fixed for the current billing period. We may change prices for future periods by giving you at least 30 days' notice before the change takes effect.
• Prices shown on our website apply to the product as described there, before taxes. Custom work and services are quoted separately in your Order.

07Fees, payment & taxes

• Currency and taxes. Fees are in US dollars (USD) and exclude taxes. Applicable taxes, such as GST/HST and, where applicable, Quebec sales tax (QST), are added and paid by you. Our GST/HST registration number appears on our invoices. If you are required by law to withhold tax, you will pay an additional amount so that we receive the full fee.
• Invoices. Invoiced amounts are due within 30 days of the invoice date unless your Order says otherwise.
• Card payments. If you pay by card, you authorize us and our payment processor to charge your card automatically at the start of each billing period for the fees in your Order. Your card issuer may charge foreign transaction fees.
• Failed payments. If a charge fails, you remain responsible for the amount. We may retry the charge, invoice you directly, or suspend the Services until it is paid.
• Late payments. Overdue amounts may carry interest at 1.5% per month, compounded monthly (19.56% per year), or the maximum rate allowed by law if lower. If an account is 30 days or more overdue, we may suspend access after giving notice.
• We do not store full card numbers. Card payments are handled by our third-party payment processor.

08Cancellations & refunds

• Cancelling. You can cancel a subscription at any time from your account or by emailing [email protected]. Cancellation takes effect at the end of the current billing period, and you keep access until then.
• 7-day refund window. You may request a full refund within 7 days of purchase, provided you have not activated the licence and have not exported anything from the product. Once a licence is activated or any output has been exported, the purchase is final.
• Other refunds. Otherwise, fees already paid are non-refundable, except where we are unable to resolve a technical issue that prevents you from using the software after reasonable troubleshooting, or where the law requires a refund.
• Our cancellations. If we discontinue a paid product, or end your subscription without cause, we will refund the unused part of any prepaid fees on a pro-rata basis.
• Requesting a refund. Email [email protected] with your account email, invoice number and reason. We aim to respond within 2 business days. Approved refunds go to the original payment method.
• Fees for professional services are governed by the applicable statement of work.

09Professional services

Custom Tooling, Pay-per-use audits and Consultation are delivered under a written quote or statement of work ("SOW"). The SOW sets the scope, deliverables, schedule, fees and acceptance criteria. If an SOW conflicts with these Terms, the SOW governs for that engagement.

• You agree to provide timely access to the models, standards, people and systems we need. Delays caused by missing access may affect schedules and fees.
• Changes to scope are agreed in writing through a change request before extra work begins.
• Unless the SOW says otherwise, deliverables are accepted if you do not report a material non-conformity within 10 business days of delivery.

10Standards & reference content

Our tools may reference or help you apply industry standards and frameworks, such as ISO 19650, national BIM standards, or owner and client requirements. These standards belong to their publishers. Our fees cover the functionality of our tools, not a licence to any third-party standard, so you are responsible for holding any licences you need.

Templates, sample content and default settings we provide are general starting points. They need to be adapted to each project and do not set project-specific requirements on their own.

11Intellectual property

The Services, including our software, website, templates, documentation and methods, are owned by BIM Tool Belt Inc. (VDC Stack) and its licensors. This excludes your content and third-party standards. While your subscription or licence is active and fees are paid, we grant your company a limited, non-exclusive, non-transferable right to use the Services for its internal business purposes, through users on your company's email domain.

You may not copy, resell, sublicense, decompile, reverse-engineer or build competing products from the Services, except where the law expressly allows it.

For custom tools, ownership of deliverables is set out in the SOW. Unless it says otherwise, you own the deliverables created specifically for you once paid in full. We keep our pre-existing tools, code libraries, frameworks and know-how, and grant you a perpetual licence to use any of them included in your deliverables.

12Your data

• You own it. Your models, documents, standards, project information and other content ("Customer Data") remain yours. We claim no ownership.
• Our limited use. You grant us a limited licence to host, process, copy and display Customer Data only to provide, support and secure the Services, and as required by law.
• Aggregated data. We may create de-identified, aggregated data, such as usage statistics, to operate and improve the Services. This data will not identify you, your projects or any individual.
• No training without consent. We will not use Customer Data to train AI models available to other customers without your written consent.
• Sharing and publishing. When you share a project, the people you invite can see it and, if you allow, change it. Content they add becomes part of the project and is controlled by the licence holder. When you publish a project, anyone you give the published version to can see it. You decide who gets access, you can remove access at any time, and you are responsible for making sure you are allowed to share or publish the content, including any confidential or personal information in it.
• Your responsibilities. You confirm you have the rights to upload Customer Data, and you are responsible for keeping your own backups of critical project information.
• Export and deletion. On request within 30 days after your account ends, we will make Customer Data available for export where technically feasible. After that, we delete it from active systems within a reasonable period, subject to legal retention requirements.

13Confidentiality

Each party will protect the other's non-public business, technical and project information with at least reasonable care. Each party will use that information only to perform under these Terms and disclose it only to people who need to know it and are bound by similar obligations. This does not apply to information that is public, already known, independently developed, or that must be disclosed by law, in which case the disclosing party will give notice where permitted.

14Privacy & communications

We handle personal information in line with Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and other applicable privacy laws, as described in our Privacy Policy below.

We send service and account messages needed to provide the Services. We only send marketing emails with your consent, as required by Canada's Anti-Spam Legislation (CASL), and every marketing email includes an unsubscribe link.

If you upload personal information about others, such as team members or project contacts, you are responsible for having the consents needed for us to process it on your behalf.

15Security

We maintain administrative, technical and organizational safeguards appropriate to the nature of the Services and the data we process. No system is completely secure. You are responsible for managing user access and permissions, protecting credentials, and configuring your account securely. We will notify you without undue delay if we confirm a security breach affecting your Customer Data.

16Third-party platforms

Our tools are designed to work with platforms you already use, such as Autodesk Revit, Autodesk Forma and other BIM and document-management systems. VDC Stack is independent and is not affiliated with or endorsed by those vendors unless we say so. Product names are the trademarks of their owners.

Your use of third-party platforms is governed by their own terms. When you connect one, you authorize us to exchange data with it as needed to provide the Services. We are not responsible for third-party platforms, or for changes to them that affect how our tools work. We will make reasonable efforts to adapt.

17Automated & AI-assisted outputs

Some of our tools produce automated or AI-assisted results, including audit findings, compliance checks, health scores, BEP content and recommendations. These outputs help qualified professionals. They do not replace professional judgement and are not engineering, architectural or legal advice.

You are responsible for reviewing and validating outputs before relying on them for design, construction, contractual, regulatory or operational decisions, and you remain responsible for your project deliverables.

18Acceptable use

You agree not to:

• Use the Services unlawfully or in a way that infringes anyone's intellectual property, privacy or other rights.
• Upload content you have no right to share, or malicious code of any kind.
• Access non-public areas of our systems, or probe, scan or test their vulnerability without our written permission.
• Bypass security, usage limits or access controls, or access the Services other than through our supported interfaces, including by scraping.
• Overload, disrupt or interfere with the Services or other customers' use of them.
• Share accounts, give access to anyone outside your company, resell access, or use the Services to build a competing product.
• Impersonate others or misrepresent your affiliation with any person or organization.

We may remove content or suspend access that breaches this section.

19Feedback & publicity

Feedback is voluntary. If you share ideas or suggestions, we may use them to improve the Services without obligation to you. We will not name you as a customer, or use your logo or quotes, without your prior written approval.

20Service changes & availability

We continually improve the Services and may add, change or remove features. We will give reasonable advance notice of changes that materially reduce core functionality of a paid product. If you do not accept such a change, you may cancel and receive a pro-rata refund of unused prepaid fees.

We use commercially reasonable efforts to keep the Services available. We will give advance notice of scheduled maintenance where practical, but unscheduled outages may occur. Any specific uptime or support commitments apply only if stated in your Order.

21Warranties & disclaimers

We will perform professional services in a competent manner consistent with generally accepted industry practice. We will provide the software substantially as described in its documentation.

Except as stated in these Terms or an Order, and to the extent permitted by law, the Services are provided "as is" and "as available". We disclaim all other warranties and conditions, express or implied, including merchantable quality, fitness for a particular purpose and non-infringement. We do not warrant that the Services will be uninterrupted or error-free.

22Indemnification

By us. We will defend you against any third-party claim alleging that our software, as provided by us, infringes that party's intellectual property rights. We will pay any resulting damages finally awarded or agreed in settlement. This does not cover claims caused by your content, modifications we did not make, or combinations with products we did not supply.

By you. You will defend us against third-party claims arising from your Customer Data, your misuse of the Services, or your breach of these Terms or applicable law. You will pay any resulting damages finally awarded or agreed in settlement.

The party seeking protection must promptly notify the other, give it control of the defence and settlement, and provide reasonable cooperation.

23Limitation of liability

To the extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or punitive damages. This includes lost profits, revenue, data or business opportunities, and project delays, even if advised of the possibility.

Each party's total liability for all claims relating to the Services is limited to the fees paid or payable by you for the relevant Service in the 12 months before the event giving rise to the claim.

These limits do not apply to your payment obligations, either party's indemnification obligations, breaches of confidentiality, or liability for gross negligence, wilful misconduct or bodily injury, or any liability that cannot be limited by law.

24Suspension & termination

• You may stop using the Services at any time, and cancellation works as described in Section 8.
• Either party may terminate if the other materially breaches these Terms and does not fix the breach within 30 days of written notice.
• We may suspend access immediately if needed to prevent harm to the Services, other customers or third parties, or to comply with law. Where practical, we will give notice and a chance to resolve the issue first.
• When access ends, your right to use the Services stops, you pay any fees owed, and Section 12 governs export of your data. Sections that by their nature should survive, such as payment, intellectual property, confidentiality, indemnification and limitation of liability, continue to apply.

25Changes to these terms

We may update these Terms to reflect changes to the Services, the law or our practices. We will post updates on this page with a new "Last updated" date. For material changes, we will email account holders at least 30 days before they take effect. Updated Terms apply to new purchases and to renewal terms. If you do not agree to an update, you may cancel before your renewal.

26General

• Entire agreement. These Terms, together with any Order and SOW, are the entire agreement between us about the Services.
• Order of precedence. If documents conflict, the order of priority is: the SOW (for that engagement), then the Order, then these Terms.
• Assignment. You may not assign these Terms without our written consent. We may assign them as part of a merger, acquisition or sale of our business, with notice to you.
• Force majeure. Neither party is responsible for delays or failures caused by events beyond its reasonable control. This includes outages of third-party providers, natural disasters, labour disputes or government actions, but does not cover payment obligations.
• Severability and waiver. If any provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains in effect. Not enforcing a provision is not a waiver of it.
• Relationship. We are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
• Notices. Notices to us go to [email protected]. Notices to you go to the email address on your account and take effect when sent.
• Language. These Terms are available in English and in French. If you are located in Quebec, the French version is presented to you first, and you may expressly choose to be bound by the English version. Les présentes conditions sont offertes en français et en anglais. Si vous êtes situé au Québec, la version française vous est d'abord présentée et vous pouvez choisir expressément d'être lié par la version anglaise.

27Governing law & disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Before starting formal proceedings, both parties agree to try in good faith to resolve any dispute through discussion between senior representatives for at least 30 days. If that fails, the courts of Ontario have exclusive jurisdiction. Either party may seek urgent injunctive relief at any time.

28Contact

Questions about these Terms? Contact BIM Tool Belt Inc., operating as VDC Stack, at [email protected] or by mail at PO Box 38, Ilderton, Ontario N0M 2A0.

Privacy Policy

This policy explains how BIM Tool Belt Inc., operating as VDC Stack ("VDC Stack", "we", "us"), collects, uses, discloses and protects personal information. It follows the fair information principles of Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and, for residents of Quebec, the Act respecting the protection of personal information in the private sector (Quebec).

P1Scope & accountability

This policy applies to personal information we handle through VDCstack.io, our software (including sign-up, sign-in and checkout), our forms, early-access programs, and our services and communications. BIM Tool Belt Inc. is responsible for personal information under its control. The person in charge of the protection of personal information (our Privacy Officer) is Zak Loney, Co-Founder. Contact: [email protected], or by mail at PO Box 38, Ilderton, Ontario N0M 2A0.

Project content you upload to our tools ("Customer Data") belongs to you. We process it on your behalf under Section 12 of the Terms. If Customer Data contains personal information, your organization decides how it is used, and we act as its service provider.

P2Information we collect

• Information you give us. Your name, work email, company, role and message when you use our contact form, or book a demo. Account details such as login email, user profile, and the name and email address of the people you invite to your account or to a shared project, which we use to send the invitation and give them access. Billing contact and address details when you purchase.
• Sign-in and verification. If you sign in with Google or Microsoft, we receive your name, email address and an account identifier from that provider. If you turn on two-step verification by text message, we collect your mobile phone number.
• Ideas and feedback. Your name, email, role and what you submit through our contact form or in-product feedback.
• Payment information. Card payments are processed by our third-party payment processor. We do not receive or store full card numbers.
• Information collected automatically. IP address, browser and device type, pages visited, and log and usage data about how the Services are used, collected through server logs and cookies (see P8).
• Communications. Records of emails, support requests and meetings with us.

We only collect what we need for the purposes below.

P3How we use it

• To respond to enquiries and demo requests.
• To create and manage accounts, provide the Services and deliver support.
• To process payments, issue invoices and keep business records.
• To secure the Services and to detect and prevent fraud or misuse.
• To understand usage and improve the Services, using aggregated or de-identified data wherever possible.
• To send service and account notices.
• To send news, product updates and offers, only with your consent.
• To meet legal, tax and regulatory obligations.

We will ask for your consent before using personal information for any new purpose.

We do not make decisions about you based exclusively on automated processing. Some tools generate AI-assisted suggestions, such as BEP content or audit findings, which your team reviews and decides on.

P4Consent

We collect, use and disclose personal information with your consent, except where the law allows otherwise. Consent may be express, such as ticking a box to receive our newsletter. It may also be implied, for example by sending us an enquiry so that we can reply.

Under Canada's Anti-Spam Legislation (CASL), we send commercial emails only with your consent. You can withdraw consent at any time using the unsubscribe link in any marketing email, or by contacting us. Withdrawing consent for some uses, such as account management, may mean we can no longer provide certain Services.

P5Sharing & disclosure

We do not sell or rent personal information. We share it only:

• With service providers who help us run the business, such as hosting, payment processing, email delivery, analytics and customer support. They are bound by contract to protect the information and use it only to provide services to us.
• With professional advisers, such as lawyers and accountants, under confidentiality.
• Where required or permitted by law, such as in response to a valid legal order.
• As part of a merger, acquisition or sale of our business, subject to equivalent privacy protections.
• With your direction or consent, for example when you connect a third-party platform.
• With people you share a project with. Collaborators on a shared project can see the names and email addresses of the other people on it, and published content is visible to whoever it is shared with.

Our service providers include providers of hosting, payment processing, email delivery, text-message verification, sign-in (Google and Microsoft) and, only with your consent, analytics (Google Analytics). A current list of these providers and the countries where they process data is available from our Privacy Officer.

Storage and transfers outside Quebec and Canada. Some of our service providers store or process personal information outside Quebec and outside Canada, including in the United States. Information held in another country is subject to that country's laws and may be accessed by its courts, law enforcement and national security authorities. Before we transfer personal information outside Quebec, we assess whether it will receive adequate protection, and we protect it by contract.

P6Retention

We keep personal information only as long as needed for the purposes above, or as required by law. As a guide:

• Account information is kept while your account is active and for 12 months after.
• Enquiries from people who don't become customers are kept for 24 months.
• Billing records are kept for the period required by Canadian tax law, generally six years.

After that, we securely delete or anonymize the information.

P7Safeguards & breaches

We protect personal information with safeguards appropriate to its sensitivity. These include access controls, encryption in transit, secure hosting, and limiting access to staff and providers who need it. If a breach of security safeguards creates a real risk of significant harm, we will notify affected individuals and the Office of the Privacy Commissioner of Canada, and keep records as PIPEDA requires. For residents of Quebec, we keep a register of confidentiality incidents and notify the Commission d'accès à l'information du Québec and affected individuals of any incident that presents a risk of serious injury.

P8Cookies & analytics

We use essential cookies to keep you signed in and to secure the Services. Technologies that could identify, locate or profile you, such as analytics cookies, are turned off by default and are only activated if you select Accept analytics. You can change your choice at any time with the Cookie settings link at the bottom of every page. With your consent, we also use Google Analytics, a web analytics service provided by Google, to understand how our website is used. Google Analytics uses cookies to collect information such as pages visited, time on site, approximate location, and browser and device type. Google may process this information outside Canada, including in the United States. You can opt out at any time by declining analytics cookies or by installing the Google Analytics opt-out browser add-on. You can manage or block cookies in your browser settings, though some features may not work without essential cookies.

P9Your rights

You may ask to access the personal information we hold about you, have it corrected, or have it deleted where we no longer need it, and you may withdraw consent. Send requests to [email protected]. We may need to verify your identity. We respond within 30 days, as PIPEDA requires.

If you are in Quebec, you also have the right to: receive computerized personal information you gave us in a structured, commonly used technological format, or have it sent to another organization; ask us to stop disseminating your personal information or to de-index any link to it where the law allows; and be told when we use technology that identifies, locates or profiles you.

If you are not satisfied with our response, you may complain to the Office of the Privacy Commissioner of Canada. Residents of Quebec may also complain to the Commission d'accès à l'information du Québec.

P10Children

Our Services are intended for business users aged 18 and over. We do not knowingly collect personal information from children. If you believe a child has given us information, contact us and we will delete it.

P11Changes & contact

We may update this policy as our Services or legal requirements change. We will post the updated version here with a new version number and date, and email account holders about material changes. Questions or concerns? Contact our Privacy Officer, Zak Loney, at [email protected], or write to BIM Tool Belt Inc., operating as VDC Stack, PO Box 38, Ilderton, Ontario N0M 2A0.