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These Terms of Service ("Terms") govern your access to and use of the website, platform, and services (collectively, the "Services") provided by TwinSpan, operated by TwinSpan LLC, a company registered in the United Arab Emirates ("TwinSpan," "we," "us," or "our"). By accessing our website, requesting a demo, signing a service agreement, or otherwise using the Services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree, do not use the Services. Where a signed service agreement or statement of work exists between TwinSpan and a Client, and its terms conflict with these Terms, the signed agreement controls.
TwinSpan provides digital twin capture, data structuring, dashboard, and ongoing maintenance services for buildings and real estate portfolios, as further described on our website and in individual service agreements or statements of work ("SOW") entered into with Clients. Specific deliverables, timelines, and pricing for any engagement are governed by the applicable SOW, not by these general Terms alone.
You must be at least 18 years old and have the legal authority to bind your organization to use the Services. You are responsible for maintaining the confidentiality of any account credentials and for all activity under your account. Notify us immediately of any unauthorized use.
Fees for the Services (including one-time onboarding/setup fees and recurring subscription fees) are as set out in the applicable SOW or invoice. Except as otherwise agreed in writing, fees are non-refundable once the corresponding work has been performed. Late payments may accrue interest at the maximum rate permitted by UAE law and may result in suspension of Services under Section 11. All fees are exclusive of applicable taxes (including UAE VAT), which are the Client's responsibility unless stated otherwise.
Where our Services require physical access to a Client's building or site for 3D capture or verification, the Client is responsible for: (a) obtaining all necessary permissions, consents, and access rights for TwinSpan personnel to enter the premises; (b) ensuring a safe working environment; and (c) providing accurate existing drawings, records, and information reasonably requested to perform the Services. TwinSpan is not liable for delays or inaccuracies resulting from incomplete, outdated, or incorrect information or access provided by the Client.
TwinSpan retains all right, title, and interest in and to its platform, software, dashboards, methodologies, and any underlying technology (the "TwinSpan IP"), excluding Client Data (defined below). Subject to payment of applicable fees, TwinSpan grants the Client a non-exclusive, non-transferable license to access and use the TwinSpan platform and dashboard for its own internal business purposes during the term of the applicable agreement. "Client Data" means the raw and processed data captured about the Client's specific building(s) (3D scans, BIM models, sensor readings). As between the parties, Client Data remains the property of the Client; TwinSpan may use Client Data to provide the Services and, in aggregated or de-identified form, to improve its platform and for internal analytics, benchmarking, and product development.
You agree not to: (a) use the Services for any unlawful purpose; (b) attempt to gain unauthorized access to TwinSpan's systems or other clients' data; (c) reverse-engineer, decompile, or attempt to extract the source code of the TwinSpan platform, except where permitted by law; (d) interfere with or disrupt the integrity or performance of the Services; or (e) resell or sublicense the Services without our prior written consent.
To the maximum extent permitted by applicable law, the services, the website, and the twinspan platform are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including without limitation implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. TwinSpan does not warrant that the Services will be uninterrupted, error-free, or completely secure, or that captured data will be free from all inaccuracies, though we will perform the Services with reasonable skill and care consistent with industry practice.
To the maximum extent permitted by applicable law:
The Client agrees to indemnify, defend, and hold harmless TwinSpan and its founders, officers, employees, and affiliates from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to: (a) the Client's breach of these Terms; (b) the Client's misuse of the Services; (c) inaccurate information or site access provided by the Client under Section 5; or (d) the Client's violation of applicable law or third-party rights.
Either party may terminate an applicable SOW as set out in that SOW's own termination clause. TwinSpan may suspend or terminate access to the Services immediately, without liability, if the Client fails to pay fees when due, breaches these Terms, or engages in conduct TwinSpan reasonably believes is unlawful or harmful to TwinSpan or third parties. Upon termination, the Client's right to access the platform and dashboard ceases; provisions that by their nature should survive (including Sections 6, 9, 10, 13, and 14) will survive termination.
TwinSpan shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or utility failures, or pandemics.
Each party agrees to protect the other's confidential information with at least the same degree of care it uses for its own confidential information of similar nature, and not to disclose it to third parties except as necessary to perform its obligations, as required by law, or as otherwise permitted under a signed agreement between the parties.
These Terms are governed by, and shall be construed in accordance with, the laws of the Emirate of Dubai and, to the extent applicable, the federal laws of the United Arab Emirates, without regard to conflict-of-law principles.
Any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or their breach, termination, or validity, shall first be referred to good-faith negotiation between senior representatives of both parties. If the dispute is not resolved within thirty (30) days of one party notifying the other in writing, it shall be referred to and finally resolved by arbitration administered by the Dubai International Arbitration Centre ("DIAC") in accordance with the DIAC Arbitration Rules in force at the time of the arbitration (currently the 2022 DIAC Rules), which rules are deemed incorporated by reference into this clause.
Note: DIFC-LCIA (the DIFC's former arbitration institution) was abolished by Dubai Decree No. 34 of 2021, with its functions transferred to DIAC. This clause reflects that current structure — do not reference "DIFC-LCIA Arbitration Rules" in new agreements, as older templates may still do.
Questions about these Terms should be directed to: