General terms and conditions of services
1.service description
1.1 Services offered: GOVR undertakes to provide the customer with the services listed in the 3D Services Agreement (hereinafter collectively referred to as the "3D Services") under the conditions stipulated in said agreement and these General Terms and Conditions of Service, which form an integral part thereof.
A "GoVR SPACE" is a 3D model hosted on a platform with the following features: interior mode, miniature mode, floor plan mode, property description, address and contact details. A GoVR Space can be shared using a URL or embedded code.
This service covers (i) the capture of locations designated by the Customer and (ii) the hosting and accessibility of GoVR Space files.
Where applicable, at the customer's request, GOVR will provide the additional services listed in the 3D Services Contract.
1.2. Delivery: GOVR will provide a URL and embed code to access the completed GoVR Space(s) (including Guided Tours and CoreVR Experiences, if any), provided that all amounts due have been paid in full in accordance with the Agreement.
The Customer understands and agrees that all GoVR Spaces (including Guided Tours and CoreVR Experiences, where applicable) are hosted only on Matterport's platform and that the Customer will not receive any digital support thereof. Snapshots and 2D floor plan drawings will be supplied by e-mail or by uploading the documents to a third-party platform.
GOVR undertakes to provide the customer with all of the aforementioned 3D Services within 10 days of the date on which the images are captured...
The customer can request that "presented by" and "contact" information be added to GoVR Spaces.
1.3 Hosting conditions: The parties agree that the creation of GoVR Space(s) will be hosted on the Matterport platform from the end of image capture for the period specified in the 3D Services Contract. After this period, a hosting fee of €62/year will be invoiced. In the event of non-payment within 30 days, GOVR shall have the right to suspend the scan and definitively cancel it after a period of 60 days.
1.4. Determination of location and preparation: the Customer undertakes to prepare the data collection location in advance, and in particular to :
Delete confidential or unwanted items ;
Arrange furniture and/or decor in the desired position;
Inform GOVR of any rooms or areas that should be excluded from the scope of data collection;
Make sure the area is free of people, animals or moving objects.
If it is found that the service location is not suitably prepared for the start of the service, the service will have to be postponed. GOVR cannot be held responsible for disorderly conditions or minor defects, such as reflections from mirrors, windows and glass. The customer must ensure that the location is accessible by 8 p.m. on the day of collection, unless otherwise agreed.
The Customer, or his representative, must be present at the place of capture at the time of capture to be able to approve the performance of the service provided by GOVR.
1.5. Cooperation : The Customer agrees to cooperate in a reasonable and timely manner with GOVR's capture and 3D services.
2.Pricing, payment, cancellation and postponement terms
2.1. Tariff: The customer agrees to pay GOVR the amounts (in Euros, exclusive of tax) corresponding to the 3D and data collection services stipulated in the 3D Services Contract.
2.2. The rates associated with the services provided will be detailed in the 3D Services Contract and in the invoice.
2.3 Invoicing and payment: GOVR issues invoices for the 3D services provided and the Customer undertakes to pay the invoice amount within thirty (30) days of receipt.
Should the Customer fail to pay the amount due on the due date, GOVR may, without prejudice to other remedies, (a) request the Customer to pay interest or an additional amount in accordance with the law of August 2, 2002; and (b) suspend the supply of the 3D service until the full amount due has been received. In the event of late payment, an indemnity for collection costs is also due, equal to 10% of the principal amount, with a minimum of 250 euros.
2.4. Postponement Policies: The Customer must notify GOVR in writing of its intention to postpone the capture of the premises at least five ([5]) days prior to the scheduled performance of the service.
In the event that the Customer requests a postponement of the capture of the premises less than five ([5]) days before the scheduled date, the Customer may be charged a postponement fee equal to 1/3 of the amount scheduled for the capture of the premises. GOVR undertakes to reimburse the customer for the amount due within thirty (30) days of the cancellation date.
3 Property rights and license
3.1 Licensee: Matterport and its licensors own all rights (including intellectual property rights) in and to: (a) all 3D Services and related technologies; and (b) all look and feel, enhancements, updates, modifications, translations, copies, compilations and derivative works related to any of the foregoing.
All of the foregoing rights not expressly granted to the Customer are reserved by Matterport and its licensors, and the Customer shall not make any use of the foregoing except as expressly provided herein. Customer acknowledges that, except as provided in Section
3.2 Matterport and GOVR may use and distribute all 3D Services at their sole discretion.
3.3. Use of the license by the Customer: GOVR grants the Customer a non-exclusive, non-transferable and non-sublicensable license for the duration of the Agreement to: (a) use and communicate to the public the URLs and embedded codes giving it access to the Matterport GoVR(s) (including, where applicable, the Guided Tours and CoreVR Experiences) hosted on the Matterport platform; and (b) use, reproduce, distribute and communicate to the public the Matterport 2D floor shots and floor plans (if ordered by the Customer).
3.4 Prohibitions: The Customer may not: (i) disable or modify any link contained in the 3D Service; (ii) adapt or remove any proprietary notices or markings (e.g. copyright notices, service marks) or confidential annotations placed on or contained in the 3D Services; (iii) decompile, disassemble, decrypt, extract, reverse engineer or reverse engineer any of the 3D Services; (iv) reverse engineer any of the 3D Services; or (v) modify any of the 3D Services. (iii) decompile, disassemble, decrypt, extract, reverse engineer or attempt to derive the source code of any software underlying the 3D Services; (iv) distribute, in conjunction with any 3D Service, information containing or promoting fraudulent, harmful, deceptive or illegal activities, pornography, excessive violence, hate speech or discrimination, malicious code or misleading advertising; (v) access or use any API provided by Matterport without the prior written consent of Matterport or GOVR, or access the GoVR Space(s) (or any portion thereof) by any means other than those made available by GOVR; or (vi) modify or create a derivative work based on all or any part of the 3D Service.
Upon termination or expiration of the Agreement, the Customer agrees to immediately cease all use of the 3D Services and shall delete all copies thereof (any content or data derived from the 3D Service) in its possession or control.
3.5. Withdrawal: Throughout the term of the Agreement and at any time, Customer may request GOVR to designate a GoVR Space or other Hosted 3D Services as public or private. Any GoVR Space or other Hosted 3D Service designated as private will not be accessible or visible to the public. GOVR shall comply with such request as soon as possible.
3.6. Warranty. The Customer warrants that neither the locations captured nor their contents are protected by intellectual property rights (copyright, design rights, etc.) and that the capture, reproduction and communication of the 2D or 3D images do not infringe any rights held by a third party. GOVR and Matterport have a right of recourse against the Customer in the event that a third party should make a claim or take legal action against GOVR or Matterport on the basis of a possible infringement of an intellectual right, image right or any other right. The Customer shall pay any compensation, fines or costs (including court costs and lawyers' fees).
4 GoVR independence
The Customer agrees that: (a) GOVR is an independent capture service provider and is not a subcontractor, employee or agent of Matterport, and (b) GOVR provides the Customer with a 3D service covered by a license between Matterport and GOVR.
5.Warranty, exemptions
GOVR agrees to perform its obligations under the Agreement within the contractual time, in a professional manner and in accordance with generally applicable industry standards. In the event of a breach of this warranty, GOVR will use reasonable commercial efforts to promptly fulfill its obligations and remedy such breach. This constitutes the Customer's sole and exclusive remedy.
Except for the foregoing warranty, the 3D Services and Location Capture Services are provided "AS IS" and "AS AVAILABLE", without warranty of any kind, whether written or oral, express or implied. GOVR disclaims, on its own behalf and on behalf of its licensors, all implied warranties with respect to the 3D Services and Location Capture Services. GOVR does not represent or warrant that the 3D Services or the Location Capture Services will meet the Customer's needs or requirements, that the 3D Services and the Location Capture Services will be accurate or reliable, that use of the 3D Services will be uninterrupted, up-to-date, secure, error-free or that any defects in the 3D Services will be corrected. In addition, GOVR makes no representations or warranties regarding: (a) the suitability of the 3D Services for use; or (b) the timeliness of the 3D Services provided to the Customer.
6.compensation
The Customer, through its own resources, agrees to indemnify, support and hold harmless GOVR and licensors, and their respective officers, directors, employees, representatives and agents (each party is individually indemnified by GOVR, hereinafter a "GOVR Indemnitee") from and against any and all claims, action or other proceedings, including, but not limited to, those for damages, losses, liabilities, judgments, costs and expenses (including attorneys' fees) arising therefrom (hereinafter, "Claim"), brought by a third party against a GOVR Indemnitee to the extent such Claim is based on: (a) a breach, actual or potential, of any of the Customer's obligations under the Agreement; (b) the Customer's use of the 3D Services; (c) any allegation that the Customer has failed to obtain all necessary consents, agreements, licenses and authorizations for GOVR, the Customer itself or any of their respective subcontractors, to gain access, where applicable, to the location where the capture of the premises required for the 3D service takes place and/or to capture and use the images thereof; or (d) any alleged or actual fraud, gross negligence or willful misconduct of the Customer's subcontractors or agents. In the event of a Claim whereby a GOVR Indemnitee seeks indemnification from the Customer, the GOVR Indemnitee will promptly notify the Customer in writing of such Claim, cooperate with the Customer in its defense and settlement of the Claim, and do so, provided, however, that the Customer shall not settle any claim if such settlement does not completely release the GOVR Indemnitee from any liability with respect thereto or if the GOVR Indemnitee accepts such settlement in writing.
7 Limitation of liability
Except with respect to indemnification obligations, breach by the Customer of Section 3, and gross negligence or willful misconduct, the liability of the parties is limited as follows: (a) none of the parties, its affiliates or licensors shall be liable for negligence or any indirect, special, incidental, consequential, punitive or exemplary damages and (b) none of the parties, its affiliates or licensors shall be liable for any amount in excess of € 2,000.00.
Neither GOVR nor Matterport shall be liable for any personal or confidential information captured or broadcast on a 3D service. The Customer shall be responsible for the preparation of the data collection site, including the presence of objects or persons not authorized by the Customer to appear on the 3D services.
8.End, termination and effects of termination
8.1. Termination: The Agreement will take effect on the Effective Date and, without prejudice to the causes for termination set out in the Agreement, will remain in force for one year.
The Agreement will be extended annually on the anniversary date of the Agreement. The customer may terminate the Agreement by giving written notice by registered mail at least 1 month before the expiry of the current one-year contractual period.
8.2. Termination for breach of contract or Bankruptcy: Either Party may terminate the Agreement immediately and without prior judicial determination, by written notice to the other Party following any of the following events: (a) if a Party commits a material breach of the Agreement without having cured such breach after (30) days following notification of the breach by the terminating Party; or (b) if a Party becomes insolvent, bankrupt or has all or any of its assets levied, seized or generally assigned for the benefit of its creditors or sold for the account of or by any creditor or governmental agency.
8.3. Suspension. GOVR has the right to suspend access to 3D services in the event of non-payment of invoices on their due date, without prior notice.
8.4. Effect of Termination: Upon expiration or termination of the Agreement, for any reason whatsoever: (a) the Customer shall immediately cease to access and use the 3D Services, and the license granted to the Customer on the 3D Services shall immediately terminate; (b) unless the Customer terminates the Agreement pursuant to Section 8.2, the Customer shall, within thirty (30) days of expiration or termination, pay to GOVR all accrued amounts due as a result of the Agreement; (c) unless GOVR terminates the Agreement pursuant to Section 8.2, GOVR shall, within thirty (30) days of expiration or termination, refund to the Customer all prepaid fees not yet used by the Customer; and (d) Sections 3, 4, 5, 6, 7 and 10 survive.
Except as otherwise provided in writing, expiration or termination of the Agreement shall not operate to relieve the parties of any liability or obligations acquired prior to termination and expiration or termination shall not result in any waiver or release and shall not prejudice or impair any rights, remedies or claims, whether for damages, injunction or any other reason.
9. force majeure
Neither party shall be liable to the other for any failure or delay in the performance of any of its obligations under the Agreement (other than a failure to pay fees when due) if such failure or delay is caused, directly or indirectly, by circumstances beyond its control (a "Force Majeure Event"), provided, however, that the party affected by the Force Majeure Event gives prompt written notice of the Force Majeure Event to the other party, uses commercially reasonable efforts to minimize the effect of the Force Majeure Event on that party's performance; provided, moreover, that the performance of its obligations by either party under this Agreement is prevented by an event of force majeure for more than thirty (30) days, the other party shall have the right to terminate this Agreement without invoking the non-performance of the other party's obligations and shall receive a refund of any prepaid amounts not used by such party, if any.
10.complaints
10.1 In the absence of reservations or complaints expressly made by the Customer upon delivery of the Services, the latter shall be deemed to conform to the order in terms of quantity and quality.
10.2 The Customer has a period of 30 days from the provision of the Services in which to submit any such reservations or complaints in writing to the Service Provider, together with all supporting documentation. No claim will be validly accepted if these formalities and deadlines are not complied with. The Service Provider will refund the Customer or rectify (as far as possible) as soon as possible and at its own expense, the Services whose lack of conformity has been duly proven by the Customer.
10.3 Termination If the Service Provider fails to perform on the date specified in the quotation, or on expiry of the statutory 30-day period, except in cases where failure to perform is due to force majeure, the Customer may terminate the contract by registered letter with acknowledgement of receipt, or in writing on another durable medium, if, after having enjoined the Professional to provide the service within a reasonable additional period, the latter has not performed within this period. The contract shall be deemed to have been terminated upon receipt by the Service Provider of the letter or writing informing it of such termination, unless the Professional has performed in the meantime. Nevertheless, the Customer may immediately terminate the contract if the Service Provider refuses to provide the service or if he fails to perform his obligation to provide the service by the due date, if such date or time constitutes for the Customer an essential condition of the contract, except in cases where his failure to perform is due to an event of force majeure. This essential condition results from the circumstances surrounding the conclusion of the contract or from an express request by the Customer prior to the conclusion of the contract.
10.4. Reimbursement When the contract is terminated, the Provider is obliged to reimburse the Customer for all sums paid, with the exception of any deposit paid, no later than 14 days following the date on which the contract was terminated. A surcharge of : - 10% if reimbursement is made within 30 days after this deadline; - 20% up to 60 days; - 50% thereafter.
10.5 Cancellation of order in progress. In the event of cancellation of the order during performance by the Customer, for any reason whatsoever other than force majeure or rescission, the Service Provider shall be entitled to claim damages in the amount of 10%* of the services still due, as compensation for the loss thus suffered.
10.6 The prices indicated in the quotation accepted by the Customer are firm and final. Except in the case of special conditions specific to the service, the prices of the services provided are those shown in the quotation on the day the order is placed. They include all taxes. The payment requested from the Customer corresponds to the total amount of the service.
Payment of the price is made in cash on delivery of the plans and documents corresponding to the service, less any advance payments made when the order was placed. An invoice will be sent to the Customer upon completion of the service.
11.Miscellaneous
11.1. This Agreement comprises the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, discussions, understandings and agreements between the parties with respect thereto.
11.2. The Customer shall comply with all applicable laws and regulations regarding the use, disclosure and distribution of 3D services by the Customer.
11.3. The Customer may be added to GOVR's customer list.
11.4. Neither party may assign this Agreement without the prior written consent of the other party, whose consent may not be unreasonably withheld; provided, however, that each party shall have the right to assign this Agreement and its obligations hereunder to any subsidiary or successor thereof by merger, acquisition, reorganization or upon the acquisition of at least a majority of the business and assets of the assigning party relating to the Agreement. Any attempt by either party to assign such business in violation of this provision shall be null and void.
11.5 Unless otherwise stipulated, all notices, invoices, communications and authorizations required under the Agreement shall be in writing and delivered personally or sent by electronic mail to the addressee at such party's address or any other address provided by such party with the exception of any service concerning breach or termination of this Agreement which shall be made by registered mail.
11.6 The parties acknowledge that the contractual relationship is between independent contractors and that this Agreement shall not be construed to place the parties in a relationship that could be characterized as an agency agreement, partnership or joint venture.
11.7 No modification of this Agreement shall be effective unless contained in a writing signed by a representative of GOVR and the Customer to the extent expressly set forth herein.
11.8. Belgian law is applicable to this Agreement without application of conflict of laws rules. Any claim or dispute under this Agreement shall be subject to the exclusive jurisdiction of the French-speaking court of Brussels.
This Agreement may be executed in counterparts, each of which shall be deemed an original. A signature received by facsimile, e-mail or mail shall have the same evidentiary force as an original signature.