Organisation Licence Terms
Document ID VADA-LIC-ORG · Version 1.0 · Effective 16 August 2026 · In force
These terms bind the organisation that licenses vada. They sit alongside — and do not replace — the Engineer Terms of Service, which each individual engineer accepts on registration and which carries that engineer’s personal professional warranties and engineer-of-record responsibility, and the vada Data Processing Agreement, which governs personal data the Organisation controls.
1. Parties, and what these terms cover
1.1 These terms are agreed between Bernage BV, a company incorporated in Belgium with VAT number BE1032576282 and registered office at Emile Zolalaan 62, 1030 Brussels, Belgium (“Bernage”), and the organisation identified in the Order (“the Organisation”).
1.2 “vada” or “the Tool” is the online configurator that generates standardised stone-arch-bridge drawings and quantities from parameters entered by a Named Engineer. vada is a product name of Bernage BV and is not a separate legal person: every right, obligation, limitation and exclusion expressed anywhere in the contract documents in relation to vada is a right, obligation, limitation or exclusion of Bernage BV.
1.3 These Licence Terms govern the Organisation’s licence to access and use the Tool, and the Organisation’s rights in the Design Documents the Tool produces.
2. Definitions
- “Order”: the quotation, purchase order, framework agreement or other written order that incorporates these terms and sets out the commercial particulars — scope, seats, quantities, fees and term.
- “Named Engineer”: an individual engineer of the Organisation for whom an account is provisioned under the Order, listed in Schedule 1.
- “Engineer Terms”: the vada Terms of Service accepted by each Named Engineer on registration and on each generation.
- “Design Document”: an output issued from the Tool for a specific crossing — the dimensioned construction drawings, the structural capacity summary and the bill of quantities.
- “the Standard”: the stone-arch-bridge design basis (the SABA standard, derived from the Enabel manual) on which the Tool’s parameters and tables are based.
- “Validated Envelope”: the range of configurations the Tool is set to issue automatically. Configurations outside it are flagged for manual engineering rather than issued.
3. The contract documents, and which prevails
3.1 The contract between Bernage and the Organisation comprises the Order, these Licence Terms, the vada Data Processing Agreement (VADA-DPA), the Engineer Terms and the Privacy Policy.
3.2 Where they conflict, the following order applies:
- the Order prevails on commercial matters — scope, seats, quantities, fees, term;
- these Licence Terms prevail on use of the Tool and on rights in Design Documents;
- the Engineer Terms prevail on the personal obligations, warranties and engineer-of-record responsibility of an individual Named Engineer;
- the Data Processing Agreement prevails on the processing of personal data for which the Organisation is the controller, and the Privacy Policy on personal data for which Bernage is the controller.
3.3 Nothing in the Order or in these Licence Terms reduces a Named Engineer’s responsibilities under the Engineer Terms, and nothing in the Engineer Terms binds the Organisation to a commercial obligation not stated in the Order.
4. Licence to use the Tool
4.1 Bernage grants the Organisation a non-exclusive, non-transferable, non-sublicensable licence, for the term stated in the Order, to access and use the Tool through its Named Engineers for the Organisation’s own bridge projects.
4.2 The number of seats is stated in the Order. An account is personal to the Named Engineer it is issued to; credentials must not be shared, and accounts must not be used by anyone other than that engineer. The Organisation may substitute a Named Engineer on written notice, provided the replacement meets the eligibility requirements in the Engineer Terms.
4.3 The Organisation shall not, and shall not permit any person to: resell, sub-licence, rent or otherwise make the Tool available to a third party; use the Tool to produce designs for any party other than the Organisation; reverse-engineer, decompile or attempt to derive the design tables, algorithms or the non-public content of the Standard; extract or systematically copy the design tables or quantities data; use the Tool or its outputs to build or train a competing product or dataset; or remove, obscure or alter any watermark, version, revision or attribution mark applied to an output.
4.4 Bernage may issue updates to the Tool and to the Standard. Updates apply prospectively; a Design Document already issued is unaffected.
5. The Organisation’s rights in Design Documents
5.1 On issue of a Design Document, Bernage grants the Organisation a perpetual, irrevocable, royalty-free, non-exclusive licence to use, copy and reproduce that Design Document for the design, tendering, procurement, construction, supervision, operation, maintenance, repair and decommissioning of the specific crossing for which it was produced.
5.2 That licence expressly includes the right to issue and disclose the Design Document to contractors, tenderers, supervising consultants and funding bodies for the purpose of tendering, pricing, constructing, supervising or financing that crossing, on terms requiring the recipient to use it only for that purpose.
5.3 It does not extend to using a Design Document as the basis for a different crossing, to compiling Design Documents into a design library or standard-drawing catalogue for reuse, or to publishing them other than as required for the purposes in clause 5.1 and 5.2 or by law.
5.4 This clause 5 survives expiry or termination of the contract for any reason, including termination for the Organisation’s breach. Loss of access to the Tool does not affect the Organisation’s right to continue using Design Documents already issued.
6. Bernage’s role, and the engineer of record
6.1 The Tool is a computational design aid. It applies standard geometry and pre-computed tables within the Validated Envelope. It does not carry out site-specific verification.
6.2 Hydrology, flood and scour assessment, geotechnical investigation and foundation design, loading, durability and any code checks required in the jurisdiction of construction remain the responsibility of the Named Engineer and the Organisation.
6.3 Bernage is not the engineer of record for any crossing, does not carry out site supervision, and does not assume responsibility for construction or for the constructed works.
6.4 Each Design Document is checked and approved by the Organisation, and sealed by the Named Engineer where the jurisdiction of construction requires it, before it is issued for construction. Approval is the Organisation’s sign-off; it is distinct from any out-of-envelope engineering review carried out by Bernage.
6.5 The Standard has been independently reviewed by Dr Adrienn Tomor using RING limit analysis to DMRB CS454. That review relates to the Standard, not to the suitability of any particular configuration for any particular site.
6.6 Where the Tool identifies a capacity, arch form or configuration as provisional, the Organisation shall not rely on it for construction without independent verification by a qualified engineer.
7. The Organisation’s responsibilities
7.1 The Organisation shall ensure that each Named Engineer is a qualified engineer currently registered with the competent professional authority in the jurisdiction where the crossing will be built, is entitled under that jurisdiction’s law to take professional responsibility for such a design, is covered by appropriate professional indemnity insurance, and has accepted the Engineer Terms.
7.2 The Organisation shall provide the site-specific inputs each design requires, including topographic survey, geotechnical and hydrological data. The quality and safety of any output depends on the accuracy and completeness of those inputs, which are the Organisation’s responsibility.
7.3 The Organisation shall keep account credentials secure and notify Bernage without undue delay of any known or suspected unauthorised use.
7.4 The Organisation shall use the Tool and the Design Documents in compliance with applicable law.
8. Confidentiality
8.1 Each party shall keep the other’s Confidential Information confidential, use it only for the purposes of the contract, and disclose it only to those of its personnel and professional advisers who need it and who are bound by obligations no less protective.
8.2 Bernage’s Confidential Information includes the design tables, the non-public content of the Standard, the Tool’s methodology and calculation approach, and non-public pricing. The Organisation’s Confidential Information includes non-public site, survey, geotechnical and project data it provides.
8.3 These obligations do not apply to information that is or becomes public other than by breach, was lawfully held free of obligation before disclosure, is independently developed without use of the other’s Confidential Information, or is lawfully received from a third party.
8.4 Disclosure required by law is permitted. This expressly includes disclosure the Organisation is required to make under public-procurement, audit or access-to-information law, or to an oversight or funding body, provided the Organisation gives Bernage prior notice where it is lawful to do so and limits the disclosure to what is required.
8.5 These obligations survive for five (5) years after the end of the contract, and for as long as the information remains a trade secret in the case of the design tables and the non-public content of the Standard.
9. Data protection
9.1 Bernage is the controller of the limited personal data it processes to operate the accounts — principally the names, professional certification details and contact details of Named Engineers — and processes it in accordance with the vada Privacy Policy and the EU General Data Protection Regulation. Account and project data is hosted in the European Union.
9.2 Where a Named Engineer enters personal data of third parties into the Tool — for example approver and client names and details — the Organisation is the controller of that data and Bernage acts as its processor. That processing is governed by the vada Data Processing Agreement, which forms part of the contract under clause 3.1. The Organisation warrants that it has a lawful basis to provide that data.
9.3 Bernage processes aggregated, anonymised and derived data — including geometry, quantity, capacity and validation records that do not identify any individual — as an independent controller, for the purposes of operating, validating and improving the Tool and the Standard. The Organisation acknowledges this processing. Nothing in this clause permits Bernage to use identifiable personal data for those purposes otherwise than as the Data Processing Agreement allows.
9.4 Each party shall provide the other with reasonable co-operation in responding to a data-subject request or a regulator that concerns data processed under the contract.
10. Fees, taxes and payment
10.1 Fees, the currency of account and the payment terms are as stated in the Order.
10.2 Fees are exclusive of any taxes, duties or levies, which are for the Organisation’s account.
10.3 Where the law of the Organisation’s country requires it to deduct withholding tax from a payment to Bernage, the amount payable shall be increased so that, after the deduction, Bernage receives the net amount stated in the Order. The Organisation shall remit the tax to the competent authority and provide Bernage with the withholding tax certificate or equivalent evidence within thirty (30) days of payment.
10.4 Nothing in a paid, discounted, pilot or free-of-charge arrangement reduces the Organisation’s or a Named Engineer’s responsibilities, or alters the allocation of responsibility in clause 6.
11. Warranties and disclaimers
11.1 Bernage warrants that it has the right to grant the licences in clauses 4 and 5, and that it will provide the Tool and any set-up or training with reasonable skill and care.
11.2 Except as stated in clause 11.1, the Tool and its outputs are provided as-is. Bernage does not warrant that the Tool will be uninterrupted or error-free, or that any configuration or output is suitable for a particular site, ground condition, flood regime or loading.
12. Liability
12.1 Bernage’s total aggregate liability arising out of or in connection with the contract, whether in contract, tort (including negligence) or otherwise, is limited to the fees paid by the Organisation under the Order in the twelve (12) months preceding the event giving rise to the claim, or, where the Order is for a pilot, to the total fees paid under that Order.
12.2 Bernage is not liable for indirect or consequential loss, loss of profit, loss of use, or loss arising from: inaccurate, incomplete or unrepresentative site inputs; construction, workmanship, materials or supervision; use of a Design Document outside the scope of clause 5; or reliance on a configuration or capacity identified as provisional without the independent verification required by clause 6.6.
12.3 Nothing in the contract limits or excludes liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any liability that cannot lawfully be limited or excluded under Belgian law.
13. Term, suspension and termination
13.1 The contract runs for the term stated in the Order.
13.2 Either party may terminate on thirty (30) days’ written notice. Bernage may suspend or terminate access immediately if the Organisation is in material breach, or if a warranty given by a Named Engineer under the Engineer Terms is or becomes untrue and the Organisation does not substitute or remedy within a reasonable period after notice.
13.3 On expiry or termination the Organisation’s and its Named Engineers’ access to the Tool ceases. Clauses 1.2, 5, 8, 9, 11, 12, 14, 15 and 16 survive, together with the Data Processing Agreement to the extent it applies to data still held.
13.4 For a period of thirty (30) days after termination Bernage shall, on request, make available to the Organisation a copy of the Design Documents already issued to it.
14. Compliance, anti-bribery and sanctions
14.1 Each party shall comply with applicable anti-bribery, anti-corruption, anti-money-laundering and sanctions laws, including the Belgian Criminal Code and, where applicable, the Tanzanian Prevention and Combating of Corruption Act.
14.2 Neither party has offered, given or agreed to give any person any inducement or reward in connection with the award or performance of the contract.
14.3 Each party shall notify the other promptly if it becomes aware of any breach of this clause. Breach of this clause is a material breach.
15. General
15.1 Neither party may assign or transfer the contract without the other’s written consent, save that Bernage may assign to a successor to its business or assets on notice.
15.2 The contract documents listed in clause 3.1 are the entire agreement between the parties on their subject matter and replace any prior understanding, written or oral. A variation is effective only if agreed in writing by both parties.
15.3 If a provision is held invalid or unenforceable, the remainder is unaffected and the provision applies with the minimum modification necessary to make it valid.
15.4 Notices shall be given in writing to the addresses or e-mail addresses stated in the Order.
15.5 Nothing in the contract creates a partnership, joint venture, agency or employment relationship between the parties.
15.6 Neither party is liable for failure or delay caused by an event beyond its reasonable control, provided it notifies the other and takes reasonable steps to mitigate.
15.7 Bernage may identify the Organisation as a customer, and describe the work in general terms, only with the Organisation’s prior written consent.
16. Governing law and jurisdiction
16.1 The contract and any non-contractual obligation arising out of it are governed by Belgian law.
16.2 The courts of Brussels have exclusive jurisdiction, save that either party may seek injunctive relief in any competent court to protect its Confidential Information or intellectual property.
17. Acceptance and authority
17.1 These terms are accepted by the Organisation signing the Order, or by issuing a purchase order that references the Order.
17.2 The person accepting on behalf of the Organisation warrants that they are authorised to bind the Organisation.
17.3 Bernage records the version of these terms accepted, by whom and when. The version accepted governs for the term of the Order; a later version applies only on renewal or by agreement.
Schedule 1 — Named Engineers
Completed on activation. Each Named Engineer accepts the Engineer Terms of Service on registration.
| Named Engineer | Certification no. | Jurisdiction | Account e-mail | Activated |