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3D Photography Terms & Conditions

  1. Services

    1. This Agreement comprises the Order Form, these terms and conditions and any schedules or documents referred to herein. These terms and conditions shall apply to the Agreement to the exclusion of any other terms that the Customer may seek to impose or incorporate.

    2. In consideration for the payment of the charges by the Customer, HeadBox (or its agents, sub-contractors or partners) agrees to:

      1. attend the Location and undertake the 3D Capture;
      2. create the Model(s);
      3. host the Model(s) on the Platform,

      subject to and in accordance with these terms and conditions.

    3. The Customer shall ensure that:

      1. the Location is ready and available for 3D Capture no less than 2 hours before the scheduled start time on the 3D Capture Date. The Customer shall be solely responsible for all styling and staging of the Location and provision of all props;
      2. HeadBox and/or its authorised agents, sub-contractors or partners shall be provided with all access to the Location as reasonably required to undertake the 3D Capture and the Customer shall be liable to pay additional charges for delays at the rate set out in Schedule 1 - Rate Card;
      3. all persons at the Location comply with the reasonable directions of HeadBox and/or its agents, sub-contractors or partners and are available at all times to facilitate the 3D Capture; and
      4. no members of the public are in or are able to enter the Location during the 3D Capture.
    4. The 3D Capture Date set out in the Order Form is for guidance only. Time for performance of the services is not of the essence.

    5. For the purposes of accounting, where a per Location fee is specified in the Order Form Model Charges, the provision of the 3D Capture service is deemed to have been completed on the 3D Capture Date for each Location.

    6. Any changes to or variation in the services shall be agreed in writing.

  2. Fees:

    1. The Customer shall pay the charges set out in the Order Form and reimburse all expenses in accordance with HeadBox's then current Rate Card (the most recent version of which is included at Schedule 1). All charges are non-refundable.

    2. The Customer may request additional services and add-ons at the rates set out in the HeadBox rate card. Any delays in completing the 3D Capture shall be payable by the Customer in accordance with the Rate Card.

    3. If HeadBox is not reasonably able to complete the 3D Capture within the day(s) specified in the Order Form (whereby a day constitutes a period of 8 hours), the Customer shall be charged for an additional day in accordance with the Rate Card. Time spent shall include any delay in commencing or completing the 3D Capture due to the acts or omissions of the Customer (including, without limitation, any delay in accessing the Location).

    4. All charges are exclusive of VAT or other sales tax, which shall be payable by the Customer.

    5. The Customer shall pay all charges without any deduction, withholding or set off. If the Customer is required by applicable law to deduct any amount from any payment to HeadBox, the Customer will increase the amount payable as necessary so that, after making all required deductions and withholdings, HeadBox receives and retains (free from any liability for taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. The Customer will provide proof of withholding tax remittance to the respective tax authority at HeadBox's request.

    6. HeadBox may increase the Annual Hosting Charges set out in the Order Form and other fees on the Rate Card annually. the most recent fees can be found in section Schedule 1 – Rate Card.

    7. All charges and expenses shall be paid by the Customer within 30 days of the date of HeadBox's invoice. If the Customer fails to pay any charges when due, HeadBox shall have the right to suspend the provision of any services and/or access to the Model(s) and/or terminate this Agreement immediately on written notice to the Customer.

    8. The total sum of Model Charges for all Locations set out in the Order Form shall be paid by the Customer at least ten (10) working days in advance of the earliest 3D Capture Date. If the Customer fails to pay any charges when due, HeadBox shall have the right to delay the 3D Capture Date and/or charge the Customer a late change fee in accordance with the Rate Card.

  3. Licensed Use

    1. The Customer grants to HeadBox the right to refer to the Customer in its marketing, including, without limitation, on HeadBox social media pages, and to include the Customer's name and logo on HeadBox's website and marketing lists.

    2. The Customer grants to HeadBox a non-exclusive, royalty free, worldwide licence (including the right to sublicense) to copy, reproduce and use all trade marks, logos, names, designs and other proprietary rights in respect of any products, furnishings, fittings, props and other materials in a Location (together, “Location Materials”) for the purposes of providing the services in accordance with this Agreement.

    3. HeadBox and/or its licensors shall own all rights in and to the Model(s) and all materials created pursuant to the 3D Capture (excluding any intellectual property rights in the Location Materials).

    4. Subject to clause 3.5, HeadBox grants to the Customer a non-exclusive licence during the term of this Agreement to:

      1. access the Model(s) on the Platform; and
      2. use embedded links to the Model(s) on the Customer's website and social media pages and in the Customer's marketing material to promote the Location.
    5. The Customer acknowledges that the Platform is provided by a third party and that the Customer's use of and access to the Platform and the Model(s) is at all times subject to the Customer complying with the licence terms at https://matterport.com/en-gb/terms-of-use.

    6. The Customer shall not:

      1. remove, modify or hide any copyright notice or other notice from Model(s);
      2. disassemble, reverse engineer, decompile, decrypt or attempt to derive the source code of any software used in the provision of the services or the Platform;
      3. attempt to gain unauthorised access to the Platform or any offerings or any other systems of HeadBox or third party software providers;
      4. copy any Model(s) or any part thereof;
      5. circumvent, modify or hide any links generated through the use of the Platform; or
      6. share any login to access the Platform (and any login shall be limited to use by a single named employee of the Customer)
    7. The Customer acknowledges and agrees that it shall not publish or link to or permit any third party to publish or link to any Model(s) (in whole or in part, for example, by using screenshots of a Model) on any website or social media account of a third party event space booking platform or other competitor of HeadBox including, but not limited to, Hirespace.com, Tagvenue.com and Venueseeker.com.

  4. Warranties

    1. The Customer warrants, represents and undertakes that:

      1. it has all relevant permissions, consents, licences and waivers necessary to grant to HeadBox the rights granted in clause 3;
      2. it is the owner or operator of the Location or otherwise has the right to grant to HeadBox (and its agents, contractors and partners) access to the Location at all reasonable times for the purposes of the 3D Capture;
      3. all information regarding a Location shall be accurate and complete; and
      4. it is in all other respects duly authorised to enter into this Agreement and perform its obligations and grant the rights granted herein.
    2. HeadBox shall use reasonable endeavours to ensure Model(s) are a true reflection of the Location at the time of the 3D Capture. In the event of any manifest error, HeadBox's sole liability shall be to re-perform the services to correct such error at no cost to the Customer.

    3. Save as expressly set out in this Agreement, HeadBox's services and the Model(s) are provided “as is” and HeadBox hereby excludes to the maximum extent permitted by law all warranties, express or implied, including but not limited to warranties of merchantability, title, non-infringement, fitness for a particular purpose or accuracy. HeadBox does not warrant that access to or use of the Platform will be uninterrupted or error free.

  5. Term and Termination

    1. This Agreement shall commence on the date of signature by both parties or, if earlier, the 3D Capture Date, and shall continue for a period of 12 months and then automatically renew for further periods of 12 months unless the Customer gives at least 30 days' written notice of non-renewal.

    2. If the 3D Capture is not completed within 12 months of signing this Agreement, this Agreement shall terminate without any refund being issued to the Customer.

    3. This Agreement shall automatically terminate if the Customer fails to pay any Hosting Charges when due.

    4. Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

      1. the other party commits a material breach of any term of this Agreement which breach is irremediable or (if that breach is remediable) the other party fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
      2. the other party takes any step or action in connection with its entering administration, liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up, having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
      3. HeadBox ceases generally to supply the Services.
    5. On termination of the Agreement the Customer's right to access the Model(s) shall immediately cease.

    6. Once the Customer's access to the Model(s) ceases, in some circumstances, HeadBox may maintain the Model(s) in an inactive state. The Customer can apply to HeadBox in writing to determine whether the Model(s) are in such a state and to request reactivation. Access will be granted again to these Model(s) only when the Customer has made all outstanding payments to HeadBox and upon the payment of a reactivation fee of €50 ex. VAT.

    7. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including (without limitation) the right to claim damages for any breach of the Agreement which existed at or before the date of termination

    8. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

    9. No refunds are provided on termination of this Agreement and all incurred charges unpaid as at the date of termination shall immediately be paid by the Customer in full.

    10. Without limitation to clause 5.9, if the Customer cancels the 3D Capture for any reason, the Customer shall reimburse all travel, accommodation and cancellation charges incurred by HeadBox.

    11. If a Customer terminates a broader service offering with HeadBox where the Customer has been provided with the 3D Capture and has benefitted from a discount on the Annual Hosting Fee as part of a broader service, the Customer will not lose access to the Model(s). The Customer will incur the Annual Hosting Fee for all Model(s) set out above, with the 12 month period beginning on the day after termination of the broader service contract. Should the Customer wish to terminate access to the Model(s) this must be explicitly communicated in writing to HeadBox within the usual timeframe for termination.

  6. Liability

    1. The Customer is solely responsible for all use of the Model(s) or any part thereof.

    2. The Customer shall indemnify and keep HeadBox and its agents, contractors and partners indemnified against all liabilities, losses, damages, penalties, costs and expenses (including, without limitation, reasonable legal and professional costs and expenses) arising out of or in connection with:

      1. any claim or allegation that HeadBox's use of any Location Materials in accordance with this Agreement infringes the intellectual property rights or breaches any rights of any third party;
      2. any failure to comply with the licence terms referred to at clause 3.5; and
      3. use of any Model(s) other than as expressly permitted in this Agreement.
    3. Nothing in this Agreement shall limit or exclude the liability of a party for:

      1. death or personal injury caused by its negligence;
      2. fraud or fraudulent misrepresentation;
      3. liability under an indemnity; or
      4. any other matter for which it would be unlawful to exclude or restrict liability.
    4. Subject to clause 6.3 above:

      1. HeadBox shall not be liable, whether in contract, tort (including, but not limited to negligence), breach of statutory duty or otherwise, for any loss of profit, sales, revenue, or business; loss of anticipated savings; loss of or damage to goodwill; loss of agreements or contracts; loss or corruption of software, data or information; or for any indirect or consequential loss; and
      2. the total liability of HeadBox arising under or in connection with this Agreement, shall in no circumstances exceed the charges actually paid by the Customer in the 12 months prior to such liability arising.
  7. Marketing

    1. Following completion of the Model(s), the Customer agrees to publicise the Model(s) with a post on LinkedIn within thirty (30) days of the Customer's receipt of the Model(s). This post shall tag HeadBox's LinkedIn company profile.

    2. The Customer will provide a link to a live page (URL) on the HeadBox.com domain on the Customer's website for the duration of this Agreement.

  8. General

    1. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.

    2. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter. The Customer acknowledges and agrees that in entering into the Agreement it does not rely on (and shall have no remedies in respect of) any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. The Customer agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

    3. This Agreement is subject to the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

    4. In this Agreement, capitalised terms shall have the meanings set out below:

      3D Capture means the specialised 3D photography of a Location from which Model(s) are developed.
      3D Capture Date means the date(s) and time(s) on which the 3D Capture is scheduled to take place as set out in the Order Form (and which date(s) and time(s) are for guidance only and the parties will agree an alternative date and time at the request of HeadBox).
      Customer means the customer of HeadBox as set out in the Order Form.
      HeadBox means HeadBox Solutions Limited.
      Hosting Charges means the annual licensing fees paid by HeadBox to Matterport for hosting the Model(s)
      Location means the hotel, restaurant, bar, venue or any other location which may be used for accommodation, meetings, events or hospitality which is to be rendered as a Model or the venue(s) of the Customer to be rendered as a Model(s).
      Model(s) means a 3D virtual model or tour of a Location.
      Order Form means the order for services entered into between the Customer and HeadBox.
      Platform means the third party platform on which the Model(s) are hosted.

Schedule 1 – Rate Card

  1. Annual Hosting Charges

    Package Number of Doll Houses Annual Hosting Charge*
    Basic 1 €199
    Intermediate 2 to 3 €399
    Advanced 4 to 9 €499
    Enterprise 10+ As agreed in the latest contract or addendum between HeadBox and the Customer, subject to later notices sent by HeadBox regarding Annual Hosting Charge increases for Enterprise level renewals.
    *All pricing is ex. VAT

    Annual Hosting Charge is determined based on the HeadBox 3D package, with the following exceptions:

    • The package is not listed above or is a custom package.
    • The number of Doll Houses hosted for the Customer exceeds the Number of Doll Houses for the contracted package given in the above table.

    Where these exceptions apply, the Annual Hosting Charge is determined by the Number of Doll Houses hosted for the Customer as per the above table.

  2. 3D Capture

    Photography Costs*
    1 × Full day of photography is included in the venue price. Any additional time, which is calculated based on the size, timing and complexity of the shoot, will be billed as follows: Photographers are generally able to cover 15 bedrooms or 10,000 sq. ft. of a Location in a day
    1 × Additional photography day (up to 8 hours) €750
    3D Capture during unsociable hours (00:00 – 06:00 am) Additional €50 per hour
    Travel and expenses Detailed below
    *All pricing is ex. VAT
  3. Features/Post-Production Editing

    The Model Charges set out in the Order Form include the following features per Model:

    Feature Quantity
    No. of alternative set ups 2 per space
    Processing of 3D imagery 1
    Highlights Reel 1
    Mattertags per room 2 Per Room
    Room name labels in floor plan view 1 Per Room
    Additional post-production edit for minor changes (i.e. spelling, order of highlight reel etc.) 1

    Any additional post-production editing or features required by the Customer (and which do not require any additional 3D Capture) are charged at a fixed fee of €50 ex. VAT per edit.

  4. Additional Feature Costs

    Any extras in addition to those set out in an Order Form are subject to the following charges:

    Additional Extras per Model*
    Translated Mattertags and menu in model €350
    1 × Dolls House €200
    10 × 360 Images €200
    1 × Alternative Set Up 360 Image/td> €150
    5 × Interactive Tags €50
    5 × Still Photos €100
    Google Maps Street View Integration €300
    Drone Shot POR
    CAPTUR3D Side Menu Basic €250
    CAPTUR3D Side Menu Advanced €350
    Exterior Shot €200
    Removal of HeadBox Branding €500
    Duplicate Model €250
    Transfer Ownership €500
    *All pricing is ex. VAT
  5. Delays

    If Headbox is (or its personnel, agents, contractors or partners are) not be able to access the Location for any reason at the 3D Capture Time and Date (or such rescheduled time and date as agreed between HeadBox and the Customer) or if the 3D Capture is delayed for any other reason outside of the reasonable control of HeadBox, the Customer shall be charged €100 for each hour of delay. If as a result of any such delay, the 3D Capture exceeds 8 hours (as measured from the scheduled start time), the Customer shall be charged for an additional photography day at the rate set out in Schedule 1 - Section B.

  6. 3D Capture Date Changes

    If the Customer changes the 3D Capture Date for a Location for any reason after the creation of the calendar event for the 3D Capture, the Customer shall reimburse all travel, accommodation and cancellation charges already incurred by HeadBox.

    If the Customer changes the 3D Capture Date for a Location for any reason in the ten (10) working day period before the 3D Capture Date, the Customer shall pay a late change fee of €250 ex. VAT.

  7. Travel, Accommodation & Incidentals

    UK

    HeadBox charges a flat fee of:
    (1) €25 per day for any Location in London;
    (2) €150 per day for any other Location.

    Rest of World

    (1) All accommodation, travel and related costs and expenses are charged at cost. Travel includes, but is not limited to, flights, train, car rental as needed.
    (2) In addition, HeadBox may charge up to €50 per day for incidental costs incurred, including but not limited to sustenance.