Acceptance the acceptance or deemed acceptance by the Client;
Agreement means these terms and the agreed statement of work / Services;
Supplier – means unless otherwise stated which is providing services under this Agreement;
Client means, unless otherwise stated, the party to which is receiving services under this Agreement;
Fee means the fee payable by the Client for the Services as set out in the quotation / Invoice and also as covered additionally in this Agreement;
Hosting – means hosting provided by and Matterport (Third Party);
Media Box – means the multi-media container that shows the Virtual Reality walkthroughs, 360 imaging, photographic images, floor plans / aerials and hosted links;
Intellectual Property means property in which intellectual property rights of whatever nature (including but not limited to copyright, trade marks, patents, design rights, database rights, design rights, rights to sue for passing-off, plus applications or rights to apply for any of the foregoing) exist;
Photographs or Scansmeans all photographic material furnished by the Supplier, whether transparencies, negatives, prints or any other type of physical or electronic / online material;
Termlength of Agreement from start date to end date;
Services / Deliverables – means the services to be provided by the Supplier to the Client as set out in the quotation and this Agreement;
Softwaremeans any software (including code, tools and applications) produced by the Supplier for the Client in accordance with a statement of work or quotation;
Third Party Materials means software or services provided by a third party, including third party hosting

In the event of a conflict between the terms of any agreed Services and any general terms and conditions of supply, the Services shall govern with respect to the work to be performed thereunder.

The entire copyright in the photographs and all media, whether physical or electronic / online is retained by the Supplier at all times - including Internationally.

Ownership of Materials:
Title to all photographs and media – physical or electronic / online remains the property of the Supplier. When the license to use the photography has expired all materials must be returned to the Supplier within 30 days.

The Client reserves the right to modify, revise or cancel the Services. If the Client wishes to do so, the Client shall provide the Supplier with written notification together with any pertinent information as the Supplier may reasonably require in order to assess the proposed amendments. The Supplier will take steps as soon as practicable to give effect to the Client’s instructions. In all cases, we will require at least 48 Hour’s notice. In terms of permanent cancellation of appointments - with less than a week's notice; The Client will be liable for 25% of the total Fee, 50% liable of the total Fee for less than 48 hours notice and 75% liable of the total Fee for less than 12 hours notice (including all Supplier and Third Party Fees).
In connection with any such modification, revision or cancellation, the Client agrees to pay the Supplier according to the terms of this Agreement for any work done up to the relevant date of modification, revision or cancellation based on time and materials provided by the Supplier including assuming the Suppliers liability for all Client approved contracts and commitments with any Third Party which the Supplier is unable to cancel or for which cancellation attracts any penalties (see rates above). Where the modification or revision results in an increase in scope, time and / or expense from the Supplier or otherwise would involve an increase in Fees, the Client and the Supplier shall negotiate in good faith a commensurate increase in Fees.

Supply of Services:
The Supplier shall supply the Services, in consideration of the Fee and on the terms and conditions of this Agreement.
All Services shall be supplied with due skill, care and attention. This Agreement sets out the full extent of the Suppliers obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this Agreement (whether by statute or otherwise) are hereby expressly excluded.

The license to use comes into effect from the date of payment of the relevant invoice(s). The licence to use the Suppliers service covers the whole product and not partial use. The Client will not be granted use of individual photography or scans without the Media Box. The Client will be supplied with the Media Box containing the requested services. No use may be made of the photographs before payment in full of the relevant invoice(s) without the Suppliers express permission. Any permission which may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Client is put into receivership or liquidation. The licence only applies to the Client and the product stated on the front of the form and its benefit shall not be assigned to any third party without the Suppliers permission. Accordingly, even when any form of ‘all media’ licence is granted the Suppliers permission must be granted before use for other purposes (e.g. use in relation to another product or sub licencing through a photo library). Permission to use the photography for purposes outside the terms of the licence will normally be granted upon payment of a further fee, which must be mutually agreed (and paid in full) before such further use. Unless otherwise agreed in writing, all further licensing in respect of the photographs will be subject to these terms and conditions.

The Supplier will have the right exclusively to all photography whether physical or electronic / online.  The Supplier retains the right in all cases to use the photographs and all other media contained within the Media Box in any manner at any time in any part of the world for the purpose of advertising or promotional work.

Client Responsibilities:
The Client shall: (a) provide to the Supplier all necessary and reasonably requested content or materials for the Suppliers incorporation or use in connection with the Deliverables and / or to provide the Services. The Client recognizes that delays or failures to provide Client Content may delay the Suppliers delivery of Services; (b) ensure the Supplier has all necessary rights, licenses, permissions, waivers, releases and other documentation to permit its use of any Client Content; (c) ensure that all Client Content is true, accurate and is not deceptive or misleading; and (d) in respect of any claims regarding Client products and services, that such claims are supportable by objective and reliable data in its possession.

The Client shall grant the Supplier a non-exclusive, royalty-free right and license during the Term to use and modify Client Content in the provision of Services.

Fees and  Payment:
The Client shall reimburse the Supplier for any out-of-pocket expenditures and Third Party costs incurred on behalf of the Client in performing the Services. 
Where the Supplier is required to make a substantial financial commitment on behalf of the Client to a Third Party, the Supplier reserves the right to pre-bill the Client for these costs - in addition these costs will attract a standard 10% administration fee from the Supplier.
Where the Client is not within a 20-mile radius of the PR7 post-code additional mileage charges will be applied at a flat rate of 40 pence per pile.
Where the Client requires the Supplier to spend time either waiting or helping to 'dress' the space to be photographed; additional charges (after an initial free 15 minutes) shall apply at a rate of twenty pounds per thirty (30) minutes.
Payment for the Services is due no later than thirty (30) thirty days from the invoice date, time being of the essence.  All amounts shall be billed in (GBP) £ sterling and will attract  VAT where required.
Where any invoice is overdue the Supplier may on written notice, suspend or withdraw all Services until all overdue invoices have been paid.
Interest shall be payable on all overdue invoices at the rate of 20% per annum on a pro-rata basis.
The Supplier shall be entitled to recover from the Client all reasonable fees (including reasonable legal fees) incurred by the Supplier in attempting to recover payment of overdue invoices.

Both Supplier and Client warrants to the other that it has the full right, power and authority to enter into and perform this Agreement and has not entered into any arrangement which in any way conflicts with this Agreement or inhibits, restricts or impairs its ability to perform its obligations under this Agreement.
The Supplier warrants to the Client that it will perform Services in a timely and professional manner, by competent support staff with appropriate skills, qualifications and experience, and will have the ability and capacity to meet such requirements.
Except as expressly provided in this Agreement, each party expressly disclaims any further representations, warranties, conditions or other terms, express or implied by statute or otherwise.
Except as provided under this Agreement, the Supplier makes no warranties on any Third-Party materials or hosting, including but not limited to software and hardware.
The Supplier makes no warranties in regards to the clearance of any Deliverables against Third Party trademarks or patents in any jurisdiction, which shall be the responsibility of the Client.

Intellectual Property:
Notwithstanding anything to the contrary, the Client understands and agrees that its rights in any Third Party supply of materials or any Third Party services that have not been developed / produced by the Supplier or fall outside the Supplier's control on the Client’s behalf pursuant to this Agreement including, without limitation, stock photos, licensed music and Third Party Software or hosting are subject to any terms and conditions set forth in any applicable agreement. The Client agrees to use Third Party Materials in accordance with the applicable terms and conditions. The Client shall indemnify and hold the Supplier harmless, for any claim of the Client’s use of any Third Party software or services.
The Supplier retains all of its rights, title and interest in and to (including, without limitation, the unlimited right to use) (I) all materials owned by or licensed to the Supplier prior to, or independent from, the performance of the Services under this Agreement, and all modifications thereof, and (ii) all generic or proprietary information, and all ideas, methodologies, software, applications, hosting, processes or procedures used, created or developed by the Supplier in the general conduct of its business 

Software Deliverables:
This clause applies in respect of any Software in a Deliverable:
Software may include “Third Party Software”, being software and code proprietary to third parties. Third Party Software may also include “Open Source Software”, being Third Party Software subject to any form of open-source license. For the avoidance of doubt, Third Party Software shall be considered Third Party Materials for the purposes of this Agreement. Where Third Party Software is included in the Software, the Supplier shall provide Third Party Software to the Client under the standard license terms provided by the relevant third parties. The Client agrees to be bound by such license terms in the use of such Third Party Software.
The ownership of intellectual property in Open Source Software including any further development of such intellectual property (whether by the Client, or the Supplier or other third parties) shall be subject to the terms of the applicable open-source license.
Software shall be produced by the Supplier with reasonable diligence, skill and expertise and shall be in accordance with Specifications set out in the Scope of Work. 
Any hosting services which are required as part of the Services are provided by third party Suppliers. Contracts for hosting services shall be negotiated and finalized by the Supplier acting as a disclosed agent on behalf of the Client.
Hosting services will be supplied in accordance with the particular hosting package purchased by the Client. If the use (by the Client and third parties) exceeds the bandwidth or web-space purchased within their hosting package the Client will be charged by the hosting Supplier’s, then prevailing rate. The Client accepts that “uptime” is subject to restrictions set out by the Third Party and the Supplier will not be held liable for restrictions outside of their control.

Term and Termination:
 This Agreement is effective as of the “Start Date” and will continue in full force and effect until the “End Date”.  If no “End Date” is specified, the Agreement will continue in full force and effect until one party gives the other party at least thirty (30) days’ prior written notice to terminate. The entire period during which this Agreement is in effect is referred to herein as the “Term”.
During any notice period, the Agreement will remain in full force and effect and the rights, duties and responsibilities of both the Supplier and the Client shall continue.
The Supplier will be entitled to receive Fees for all Services delivered up to the termination date and be reimbursed for agreed expenses incurred on behalf of the Client during the same period. The Client understands that expense invoicing may occur after the termination date.
Either party may terminate this Agreement immediately if the other party: (a) commits a material breach of the terms of this Agreement which, in the case of a breach capable of remedy, is not remedied within thirty (30) days of service of a notice specifying the breach and stating the intention to terminate the Agreement if not remedied; (b) (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; (iii) becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or (iv) has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets.

Compliance :
The Supplier does not provide any legal advice and shall not be held liable in respect of the Client’s compliance with laws and regulations applicable to its own business operations. In particular, the Client shall be responsible for ongoing legal and regulatory compliance of the Client’s or any end user’s use of any Deliverables or Software in all jurisdictions where they are made available. This includes but is not limited to: the implementation of a suitable End User License Agreement (EULA), Privacy and Cookie Policy, the storage, transmission and use of personal information and personal data provided by users, and the appropriate moderation of user generated content.

The Supplier may use the Client’s name and any non-confidential materials produced under this Agreement in its portfolio, on Agency’s web sites, Internet, and for internal and trade purposes.

Force Majeure:
Neither party shall be liable for any delay or failure to carry out or make continuously available its obligations under this Agreement if such delay or failure is due to any cause beyond such party’s control, including without limitation restrictions of law or regulations, labor disputes, acts of God, natural disasters, acts of terrorism or war, telecommunications, network or power failures or interruptions, or mechanical or electronic breakdowns.

Entire Agreement:
This Agreement constitutes the parties’ entire understanding of the matters set forth in this Agreement and supersedes any prior understanding or agreement concerning regarding the subject matter of this Agreement.  The Client confirms that it has not relied on any other representation or understanding other than as set out in this Agreement.

To the extent that any provision of this Agreement is found by any court or competent authority to be unlawful or unenforceable, then such provision shall be severed, and the balance of the Agreement shall continue in full force and effect.

Rights of Third Parties:
Nothing in this Agreement shall create or confer any rights or other benefits, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise, in favor of any person other than the parties to this Agreement.

Any Fees or expenses are, unless otherwise specified, quoted exclusive of all taxes and duties including VAT, withholding tax and any other charges otherwise assessable by any governmental agencies.  Any and all taxes, duties, fees, or charges accessed by any governmental agency for Services or arising from Services shall be borne by the Client in addition.

Governing Law:
This Agreement shall be construed in accordance with the laws of England and each party hereby irrevocably submits to the exclusive jurisdiction of the courts of England.

Last Amended: 20th November 2016 (V2)