Terms of Service
Utopia Digital Portal
Terms of Service
Effective Date: 5 November 2025
1. Introduction and Acceptance
These Terms of Service ("Terms") govern your access to and use of the Utopia Digital Portal ("Portal"), a web-based platform provided by Utopia Digital Services Pty Ltd ACN 686 490 531 of 5/11 Finchley St, Milton QLD, 4064, Australia ("Utopia Digital", "we", "us", or "our"). The Portal provides access to CDE Sync and related services for managing data synchronisation across Common Data Environment (CDE) platforms.
By accessing or using the Portal, you ("User", "you", or "your") acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accessing the Portal on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms.
If you do not agree to these Terms, you must not access or use the Portal.
2. Definitions
"CDE Sync" means Utopia Digital's cloud-based software platform that facilitates data synchronisation and integration across Common Data Environment platforms.
"Customer Data" means all data, files, models, documents, and information uploaded, synchronised, or processed through the Portal and CDE Sync services.
"Organisation" means the legal entity that holds a subscription or licence to use CDE Sync and the Portal.
"Services" means all functionality, features, and tools provided through the Portal, including CDE Sync, the CDE Wizard configuration interface, support portal, reporting dashboards, and any related services.
"Third-Party Platforms" means external Common Data Environment platforms that integrate with CDE Sync, including but not limited to Bentley ProjectWise, Autodesk Construction Cloud (ACC), BIM360, Microsoft SharePoint, Asite, InEight, 12D Synergy, Oracle Aconex, and Procore.
3. Scope of Services
3.1 Portal Access
The Portal provides you with access to:
The CDE Wizard for configuring data synchronisation workflows between Third-Party Platforms;
Real-time monitoring dashboards for synchronisation status and performance;
Reporting and analytics tools for data management;
Role-based access controls and user management functions;
Support portal with technical documentation and assistance; and
Audit logs and compliance reporting features.
3.2 Service Limitations
The Portal is provided as an interface to CDE Sync. Specific service levels, data processing limits, and subscription terms are governed by your Organisation's Payment Services Agreement or Service Level Agreement with Utopia Digital.
These Terms do not grant you rights to the Services beyond what your Organisation's commercial agreement permits. If there is a conflict between these Terms and your Organisation's commercial agreement, the commercial agreement prevails.
4. User Accounts and Access
4.1 Account Creation and Credentials
To access the Portal, you must create a user account with valid authentication credentials. You are responsible for:
Maintaining the confidentiality and security of your login credentials;
Implementing strong passwords and, where available, multi-factor authentication;
Ensuring that only authorised personnel access your account;
Notifying Utopia Digital immediately of any unauthorised access or security breach; and
All activities that occur under your account credentials.
4.2 Authorised Users
Portal access is limited to authorised users designated by your Organisation. You must not:
Share your account credentials with unauthorised third parties;
Create accounts on behalf of other individuals without proper authorisation;
Allow individuals outside your Organisation to access the Portal using your credentials; or
Circumvent user access controls or permission restrictions.
4.3 Account Suspension and Termination
Utopia Digital reserves the right to suspend or terminate your Portal access immediately if you breach these Terms, engage in unauthorised activities, or if your Organisation's commercial agreement is terminated or expires. We are not liable for any consequences resulting from account suspension or termination in accordance with these Terms.
5. Acceptable Use Policy
5.1 Permitted Use
You may use the Portal solely for legitimate business purposes in connection with data synchronisation, project management, and related activities for which CDE Sync is designed. You must comply with all applicable laws and regulations when using the Portal.
5.2 Prohibited Activities
You must not:
Use the Portal for any unlawful, fraudulent, or unauthorised purpose;
Attempt to gain unauthorised access to the Portal, CDE Sync infrastructure, or other users' accounts;
Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Portal or CDE Sync;
Interfere with or disrupt the Portal's operation, servers, or networks;
Introduce viruses, malware, ransomware, or other malicious code;
Use automated tools, bots, or scripts to access the Portal without prior written authorisation;
Bypass security controls, rate limits, or API restrictions;
Upload or synchronise illegal, infringing, defamatory, or harmful content;
Misrepresent your identity, affiliation, or the origin of data;
Use the Portal to compete with Utopia Digital or develop similar products; or
Violate the terms of service of any Third-Party Platforms integrated with CDE Sync.
5.3 Consequences of Violations
Violation of this Acceptable Use Policy may result in immediate suspension or termination of your Portal access, legal action, and referral to law enforcement authorities where appropriate. You will be liable for any damages, costs, or losses incurred by Utopia Digital or third parties as a result of your prohibited activities.
6. Intellectual Property Rights
6.1 Ownership of Portal and CDE Sync
All intellectual property rights in the Portal, CDE Sync, associated software, documentation, user interfaces, APIs, and related technology are owned by Utopia Digital or its licensors. These Terms grant you only a limited, non-exclusive, non-transferable licence to access and use the Portal in accordance with these Terms. You acquire no ownership rights in the Portal or CDE Sync.
6.2 Restrictions on Use
You must not:
Copy, modify, adapt, translate, or create derivative works of the Portal or CDE Sync;
Sublicense, resell, rent, lease, distribute, or transfer your access rights to third parties;
Remove, alter, or obscure any proprietary notices, trademarks, or copyright markings;
Use the Portal or CDE Sync to develop competing products or services; or
Benchmark or publicly disclose performance metrics without prior written consent.
6.3 Customer Data Ownership
Your Organisation retains all ownership rights in Customer Data. By using the Portal, you grant Utopia Digital a limited licence to process, transmit, and store Customer Data solely to provide the Services. We do not claim ownership of Customer Data and will not use it for any purpose other than delivering CDE Sync functionality and improving our services in accordance with applicable data protection laws.
6.4 Feedback and Suggestions
If you provide feedback, suggestions, or recommendations regarding the Portal or CDE Sync, Utopia Digital may use this information without obligation or compensation to you. You hereby assign all rights in such feedback to Utopia Digital.
7. Data Processing and Privacy
7.1 Data Processing
CDE Sync operates with a zero-persistence architecture. The platform does not store project files permanently; instead, it streams data between Third-Party Platforms and retains only encrypted credentials and synchronisation logs for traceability, auditing, and security purposes. Synchronisation logs are retained for a maximum of 90 days unless otherwise specified in your Organisation's commercial agreement.
7.2 Your Data Responsibilities
You are responsible for ensuring that all Customer Data uploaded, synchronised, or processed through the Portal:
Does not contain illegal, unauthorised, or infringing content;
Complies with data protection regulations, including the Australian Privacy Act 1988 (Cth), GDPR (where applicable), and other relevant laws;
Aligns with your Organisation's data governance and security policies;
Does not violate third-party intellectual property rights; and
Has been lawfully obtained and processed with appropriate consent where required.
7.3 Third-Party Platform Compliance
You acknowledge that CDE Sync integrates with Third-Party Platforms and that you are solely responsible for complying with the terms of service, licensing agreements, and data policies of those platforms. Utopia Digital is not liable for any claims, penalties, or restrictions imposed on you by Third-Party Platforms due to your use of CDE Sync.
7.4 Privacy Policy
Utopia Digital's collection and processing of personal information is governed by our Privacy Policy, available at https://www.utopiadigital.io. By using the Portal, you consent to the collection and processing of your information as described in the Privacy Policy.
8. Service Availability and Support
8.1 Service Availability
We strive to provide continuous Portal availability but do not guarantee uninterrupted access. The Portal may be temporarily unavailable due to maintenance, updates, technical issues, or circumstances beyond our reasonable control.
8.2 Scheduled Maintenance
We will provide advance notice of scheduled maintenance where reasonably practicable. Emergency maintenance may be performed without prior notice when necessary to maintain security or functionality.
8.3 Support Services
Technical support is available through the Portal's support interface. The scope, availability, and response times for support services are defined in your Organisation's commercial agreement. Support requests should be submitted through official channels at info@utopiadigital.io.
8.4 Service Modifications
Utopia Digital reserves the right to modify, update, or discontinue Portal features at any time. We will provide reasonable notice of material changes that adversely affect your use of the Portal. Continued use of the Portal following such changes constitutes acceptance of the modifications.
9. Security
9.1 Security Measures
Utopia Digital implements industry-standard security measures to protect the Portal and Customer Data, including encryption, access controls, network segmentation, and regular security assessments. CDE Sync is hosted on Microsoft Azure infrastructure with enterprise-grade security compliance.
9.2 Your Security Obligations
You are responsible for:
Implementing appropriate security measures on your systems and networks;
Configuring access controls and user permissions appropriately;
Maintaining secure API keys and service credentials;
Promptly reporting any suspected security breaches or vulnerabilities; and
Cooperating with Utopia Digital during security incident investigations.
9.3 Security Incidents
In the event of a security incident affecting the Portal or Customer Data, Utopia Digital will notify affected parties in accordance with applicable data breach notification laws and work to remediate the incident promptly. We are not liable for security breaches resulting from your failure to maintain secure credentials or implement appropriate access controls.
10. Warranties and Disclaimers
10.1 Service Warranty
Utopia Digital warrants that the Portal will perform materially in accordance with its documented specifications. This warranty does not apply to issues caused by misuse, unauthorised modifications, or failures of Third-Party Platforms or infrastructure.
10.2 Disclaimers
Except as expressly provided in these Terms:
The Portal is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory;
Utopia Digital disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
We do not warrant that the Portal will be uninterrupted, error-free, or secure;
We do not warrant the accuracy, completeness, or reliability of any content or data;
We are not responsible for the performance, availability, or terms of Third-Party Platforms; and
You use the Portal at your own risk and are solely responsible for evaluating its suitability for your requirements.
11. Limitation of Liability
11.1 Exclusion of Consequential Damages
To the maximum extent permitted by law, Utopia Digital will not be liable for any indirect, incidental, consequential, special, or exemplary damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunities, even if advised of the possibility of such damages.
11.2 Liability Cap
Utopia Digital's total aggregate liability arising out of or related to these Terms or your use of the Portal will not exceed the amount paid by your Organisation to Utopia Digital for the Services during the twelve (12) months preceding the claim. This limitation applies regardless of the legal theory on which the claim is based.
11.3 Exceptions
These limitations do not apply to:
Utopia Digital's obligations for data breaches under applicable data protection laws;
Liability for death or personal injury caused by negligence;
Liability for fraud or fraudulent misrepresentation; or
Any other liability that cannot be excluded or limited under Australian law.
11.4 Basis of the Bargain
You acknowledge that these limitations of liability reflect a reasonable allocation of risk and form an essential basis of the bargain between you and Utopia Digital. The Services would not be provided without these limitations.
12. Indemnification
You agree to indemnify, defend, and hold harmless Utopia Digital, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or related to:
Your breach of these Terms;
Your violation of applicable laws or regulations;
Your misuse of the Portal or CDE Sync;
Infringement of third-party intellectual property rights by Customer Data;
Your violation of Third-Party Platform terms of service; or
Negligence or wilful misconduct by you or your authorised users.
13. Term and Termination
13.1 Term
These Terms commence when you first access the Portal and continue until terminated in accordance with this section.
13.2 Termination by Utopia Digital
Utopia Digital may suspend or terminate your Portal access immediately without notice if:
You breach these Terms or any applicable commercial agreement;
Your Organisation's subscription or licence expires or is terminated;
Your activities pose a security risk or violate applicable laws;
Your Organisation fails to pay fees when due; or
We reasonably determine that termination is necessary to protect our interests or those of other users.
13.3 Termination by You
You may terminate your use of the Portal at any time by ceasing to access it and notifying Utopia Digital. Termination of your Organisation's commercial agreement will automatically terminate your Portal access.
13.4 Effect of Termination
Upon termination:
Your right to access and use the Portal immediately ceases;
You must cease all use of CDE Sync and the Portal;
Utopia Digital will delete or return Customer Data in accordance with your Organisation's commercial agreement and applicable data retention policies; and
Provisions of these Terms that by their nature should survive termination will continue to apply, including intellectual property rights, disclaimers, limitations of liability, and dispute resolution.
14. Changes to Terms
Utopia Digital reserves the right to modify these Terms at any time. We will notify you of material changes by:
Posting updated Terms on the Portal with a revised effective date;
Displaying an in-Portal notification; or
Sending an email to your registered address.
Your continued use of the Portal following notification of changes constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must discontinue using the Portal.
15. Force Majeure
Neither party will be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including natural disasters, acts of war or terrorism, government actions, pandemics, telecommunications failures, Third-Party Platform outages, or cybersecurity incidents. The affected party must notify the other party promptly and take reasonable steps to mitigate the impact. If the force majeure event continues for more than sixty (60) consecutive days, either party may terminate these Terms without liability.
16. Dispute Resolution
16.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Queensland, Australia, without regard to its conflict of laws principles.
16.2 Dispute Resolution Process
Any disputes arising under these Terms must first be resolved through good-faith negotiations between the parties. If a resolution cannot be reached within thirty (30) days, the dispute will be referred to binding arbitration under the rules of the Australian Centre for International Commercial Arbitration (ACICA), with proceedings conducted in Brisbane, Australia.
16.3 Exceptions
Either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm, including to protect intellectual property rights or prevent security breaches.
17. General Provisions
17.1 Entire Agreement
These Terms, together with your Organisation's Payment Services Agreement or Service Level Agreement and any referenced policies, constitute the entire agreement between you and Utopia Digital regarding the Portal and supersede all prior agreements, representations, and understandings.
17.2 Assignment
You may not assign, transfer, or delegate your rights or obligations under these Terms without Utopia Digital's prior written consent. Utopia Digital may assign these Terms in connection with a merger, acquisition, or sale of business assets.
17.3 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be replaced with a valid provision that most closely reflects the intent of the original provision.
17.4 Waiver
No waiver of any provision of these Terms will be effective unless in writing and signed by both parties. Failure to enforce any right or provision does not constitute a waiver of that right or provision.
17.5 Notices
All notices under these Terms must be in writing and will be deemed delivered when sent by email to info@utopiadigital.io (for Utopia Digital) or to your registered email address (for you). Notices may also be provided through in-Portal notifications.
17.6 Relationship of Parties
These Terms do not create a partnership, joint venture, employment, or agency relationship between you and Utopia Digital. Neither party may bind the other to obligations outside of these Terms.
17.7 Third-Party Beneficiaries
These Terms are for the benefit of you and Utopia Digital only and do not confer any rights on third parties.
18. Contact Information
If you have questions about these Terms or the Portal, please contact Utopia Digital:
Email: info@utopiadigital.io
Website: https://www.utopiadigital.io
Address: 5/11 Finchley St, Milton QLD 4064, Australia
ABN: 75686490531