TERMS & CONDITIONS
1. DESCRIPTION OF SERVICES.
1.1. Overview of Services. Convirt3D will provide to Customer the following services (collectively, the “3D Services”) if ordered:‘Capture Services’ is the undertaking of photographing a space using a Matterport 3D camera to produce a Matterport 3D virtual tour.
A “Matterport Space” is a 3D model hosted on the platform of Matterport, Inc. (“Matterport”) that includes the following features: Inside mode, Dollhouse mode, Floor Plan mode, Property Description, Address, and Contact Information. It can be shared using a URL or embeded code.
1.2. Delivery. Convirt3D will provide a URL and embed code for the completed Matterport Space(s) (which will include access to showreel and VR Experience). Customer understands and agrees that all Matterport Spaces (including associated showreel and VR Experience) are hosted solely on Matterport’s platform, and Customer will not receive any digital assets for Matterport Spaces. 2D images taken from the Matterport Space and any 2D Schematic Floor Plans (if ordered) will be provided by email.
1.3. Hosting Term. Convirt3D agrees to process and host the created Matterport Space(s) on the Matterport platform for 12 months from date of capture. Hosting after 12 months will continue at a fee of £50 + VAT per annum paid in advance.
1.4. Hosting Services. Matterport host all 3D services on a cloud based platform. Customer recognises that the hosting on Matterport servers is out of the control of Convirt3D. In the event Matterport were to remove their hosting ability indefinitely Convirt3D will grant Customer the following refund:
Matterport cease to host tour during months 1 to 12 from date of capture = 60% refund.
Matterport cease to host tour during months 13 to 24 from date of capture = 30% refund.
Matterport cease to host tour during months 25 and onwards from date of capture = 0% refund.
1.5. Service Location Preparation. Customer is required to prepare the Service Location in advance of Capture Services, including without limitation:
● Removing confidential or unwanted items
● Adjusting furniture and/or decor to desired position
● Informing Convirt3D of any rooms or areas that should be excluded from Capture Services
● Ensuring the Service Location is free of moving persons, pets or objects.
Unless otherwise arranged, a Service Location that has not been properly prepared, in Convirt3D's sole discretion, will be considered unready and the date of Captures Service must be rescheduled. Convirt3D shall not be responsible for the untidiness of any Service Location or for small alignment issues, mirror, window, glass, and reflective views. Customer shall further ensure that the Service Location is accessible upon the day of Capture Service. Customer or its representative shall be present at the Service Location at the time of the Capture Services to approve Service Provider’s interpretation of the Captures Services to be provided.
2. FEES AND PAYMENT; CANCELLATION AND RESCHEDULING POLICY.
2.1. Fees. Customer agrees to pay Convirt3D total fees for the 3D Services and Capture Services as agreed during the quote. Such fees will be itemised in a separate invoice provided to Customer.
2.2. Invoice and Payment of Balance Due. Following completion of the Capture Services, Customer shall pay Convirt3D, via BACS, fees owed within 30 days of invoice date. In the event that Customer fails to pay any amount when due, without limiting any other remedies available, Convirt3D will have the right to suspend providing the 3D Services to Customer until such overdue amount is received.
2.3. Cancellation and Rescheduling Policy. Cancellation: A minimum of 21 days prior written notice will be required for Customer’s cancellation of this Agreement of the Capture Service date. In the event that Customer cancels this Agreement with less than 21 days notice prior to the agreed upon Capture Service date, Customer will be responsible for full payment of all fees.
Rescheduling: A minimum of 14 days prior written notice will be required for Customer’s rescheduling of this Agreement of the Capture Service date. In the event that Customer reschedules with less than 14 days notice prior to the agreed upon Capture Service date, Customer will be charged a £100 rescheduling fee.
2.4. For capture services of hotels or venues that have bedrooms, if an overnight stay is required the Customer will ensure a bedroom is provided for the Convirt3D photographer without charge. If accommodation cannot be provided without charge then the cost paid by Convirt3D for the accommodation will be added to the final invoice.
3. PROPRIETARY RIGHTS AND LICENSES.
3.1. Ownership. Convirt3D and its licensors own all right, title and interest (including all associated intellectual property rights) in and to: (a) all 3D Services and any technology embodied therein; and (b) any and all look and feel, improvements, updates, modifications, translations, copies, compilations and derivative works related to any of the foregoing. All rights in the foregoing not expressly granted to Customer are reserved by Convirt3D and Convirt3D licensors, and Customer shall make no use of the foregoing except as expressly provided herein. Customer acknowledges that, subject to Section 3.4, Convirt3D will have the right to use and distribute any 3D services at Convirt3D’s sole discretion including the use of them for Convirt3D’s promotion, marketing and advertising.
3.2. Convirt3D License to Customer. Convirt3D hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to: (a) use and distribute URLs and embed codes linking to the Matterport Space(s) (including any associated showreel and VR Experience) hosted on the Matterport Platform; and (b) to use and distribute any 2D images taken from the Matterport Space and any 2D Schematic Floor Plans (if ordered).
3.3. Restrictions. Upon any expiration or termination of this Agreement, Customer shall immediately cease all use of the 3D Services and delete all copies of the 3D Services (an content or data derived from the 3D Services) in Customer’s possession or under Customer’s control. Customer shall not: (i) disable or modify any hyperlinks contained in any 3D Services; (ii) alter, remove or destroy any attribution, proprietary markings (e.g., copyright and trademark markings) or confidential legends placed upon or contained within the 3D Services; (iii) decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of any software underlying the 3D Services; (iv) distribute, in conjunction with any 3D Services, any content that contains or promotes fraudulent, deceptive or illegal activities, pornography, excessive violence, “hate speech”, malicious code or deceptive advertising; (v) access or use any API provided by Matterport without the prior written authorisation of Matterport, or otherwise access Matterport Spaces (and any portion thereof) through any means other than available end-user functionality; or (vi) modify or create any derivative work based on the 3D Services (or any component thereof).
3.4. Takedown Service. Customer can request at any time that Convirt3D designate any Matterport Space and other hosted 3D Services as public or private. Any Matterport Space or other hosted 3D Service designated as private will be un-accessible and un-viewable by the public. Convirt3D will promptly comply with such request.
4. NO AFFILIATION WITH MATTERPORT.
Customer acknowledges that: (a) Convirt3D is an independent provider of the Capture Services and is not a contractor, employee or agent of Matterport; and (b) Convirt3D is making the 3D Services available to Customer under a license between Matterport and Convirt3D.
5. WARRANTY; DISCLAIMER.
Convirt3D represents that it shall perform its obligations under this Agreement in a timely and workmanlike manner, consistent with generally acceptable industry standards. In the event of any breach of the foregoing warranty, as Customer’s sole and exclusive remedy, Convirt3D shall use commercially reasonable efforts to re-perform its obligations promptly in a manner that cures such breach. EXCEPT FOR THE FOREGOING WARRANTY, THE 3D SERVICES AND CAPTURE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED. CONVIRT3D LTD DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND LICENSORS, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE 3D SERVICES AND CAPTURE SERVICES. CONVIRT3D LTD DOES NOT REPRESENT OR WARRANT THAT 3D SERVICES OR CAPTURE SERVICES WILL MEET CUSTOMER’S NEEDS OR REQUIREMENTS, THAT THE 3D SERVICES AND CAPTURE SERVICES WILL BE ACCURATE OR RELIABLE, THAT USE OF THE 3D SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE 3D SERVICES WILL BE CORRECTED. IN ADDITION, CONVIRT3D MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING: (A) THE APPROPRIATENESS OF THE 3D SERVICES FOR USE IN FOREIGN JURISDICTIONS; OR (B) THE TIMING OF 3D SERVICES PROVIDED TO CUSTOMER.