Services
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.
In consideration for the payment of the charges by the Customer, HeadBox (or its agents, sub-contractors or partners) agrees to:
subject to and in accordance with these terms and conditions.
The Customer shall ensure that:
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.
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.
Any changes to or variation in the services shall be agreed in writing.
Fees:
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.
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.
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).
All charges are exclusive of VAT or other sales tax, which shall be payable by the Customer.
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.
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.
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.
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.
Licensed Use
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.
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.
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).
Subject to clause 3.5, HeadBox grants to the Customer a non-exclusive licence during the term of this Agreement to:
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.
The Customer shall not:
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.
Warranties
The Customer warrants, represents and undertakes that:
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.
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.
Term and Termination
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.
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.
This Agreement shall automatically terminate if the Customer fails to pay any Hosting Charges when due.
Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
On termination of the Agreement the Customer's right to access the Model(s) shall immediately cease.
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.
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
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.
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.
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.
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.
Liability
The Customer is solely responsible for all use of the Model(s) or any part thereof.
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:
Nothing in this Agreement shall limit or exclude the liability of a party for:
Subject to clause 6.3 above:
Marketing
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.
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.
General
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.
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.
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.
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.
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. |
Annual Hosting Charge is determined based on the HeadBox 3D package, with the following exceptions:
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.
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 |
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.
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 |
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.
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.
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.