VirtualPro Limited Terms of Service
The terms of trade set out below govern all of the supplies of 3D Matterport services (the “Services”) provided by Virtual Pro Limited (“we”, “us”) to the Customer (“you”). They are effective from 27 March 2018 and will replace all earlier written or oral agreements and any terms and conditions contained in any document used by you and purporting to have contractual effect. Your acceptance of any Services from us indicates your continuing acceptance of these terms of trade.
Consumers may have additional rights under the Consumer Guarantees Act 1993.
The prices, quantities required, delivery times and other details stated in any quote from us are not binding on us. These are estimates only which we will make reasonable efforts to achieve. We reserve the right to increase a quoted fee in the event that you request a variation to the Services or if we change our prices before an order is placed. Prices are subject to alteration without notice.
Orders for the Services will be deemed to be placed when an email or other written confirmation has been received from you. Where we have not received written confirmation, an order will be deemed to have been placed when we commence work at the location specified by you.
Orders may only be cancelled if we agree in writing to the cancellation and on the condition that any fees already incurred will be paid within 3 business days of cancellation. We may charge you a cancellation fee at our discretion.
Unless agreed otherwise in writing, you must pay 50% of our invoice amount on the day you place an order for the Services and 50% of our invoice amount by the 20th of the month following delivery of the Services.
You must pay goods and services tax and any other government duties, levies or taxes in respect of the Services. All amounts must be paid without set-off or deduction.
We will refund all amounts paid for the Services (but will have no further liability with respect to the Services) if the Services are unable to be delivered due to restrictions enforced by Matterport.
If payment is not received as per these terms of trade, we may remove the live imagery from the Matterport platform and destroy all images. In the event of late payment, we may also charge interest on the outstanding amount at the rate of five percent above the Unarranged Overdraft Rate of our bankers in force from the due date until the date of payment. We may charge costs (including collection costs and legal costs on a solicitor-client basis) and suspend performance of further services until your account is paid in full. If images have been destroyed then a reshoot will need to be rescheduled and additional fees will apply.
If any amount of an invoice is disputed then you must inform us of the grounds for such dispute within seven days of delivery of the Services and shall pay to us the value of the invoice less the disputed amount in accordance with the payment terms agreed. Once settlement of the dispute has been agreed, any sum outstanding shall also be payable in accordance with these payment terms.
Due to their nature, the majority of Services are delivered electronically by email and are delivered when the email is received by you. We reserve the right to substitute with other delivery methods without notice should electronic despatch prove inconvenient; in which case delivery by us will be deemed to have taken place once the services are available online or otherwise delivered to you and we have informed you either verbally or in writing.
We will make every effort to perform the Services in a timely manner but will not be liable to you for any loss or damage arising in any way from any delay in delivery or performance. Whilst we may provide guidance at our discretion, it is your responsibility to ensure that the location for providing the Services is suitable before our scheduled appointment. In most cases, we require 3 working days’ notice of a change in appointment time or extra fees may apply.
You must cooperate with us in good faith in connection with our provision of the Services. You must ensure that the location specified by you is accessible and that you have a responsible person present when we are performing the Services at that location.
We may refuse to perform any part of the Services (e.g. uploading the video) if the content is objectionable or rude or it would be unreasonable for us to continue to provide the Services.
The Company will refund all prepaid amounts for Services to the Client (but will have no further liability with respect to the agreement) if the Services are unable to be delivered due to restrictions enforced by the platform.
If payment is not received as per the agreed terms, the Company may remove the live imagery from the platform and destroy all images. In the event of late payment, the Company may charge interest on the outstanding amount at the rate of five percent above the Overdraft Rate of Anz Bank in force from the due date until the date of payment. As a last resort, if payment is not received within 60 days of the due date, or at an agreed time, the Company has the option to refer the debt to external debt collection agencies which may or may not incur a $550.00 collections fee over and above the contracted amount. If images have been destroyed then a reshoot will need to be rescheduled and additional fees will apply.
Risk of Loss
The risk of loss or damage to the Services shall pass to you upon delivery. We will however, take all reasonable steps to ensure protection from loss, damage, or destruction of the Services we supply to you (or which may be received from you).
Right to Subcontract
We shall be entitled to sub-contract all or any part of the Services unless otherwise agreed with you in writing.
Use of the Services
You must ensure that your use of the Services and information contained therein is in accordance with, and does not contravene Matterport’s Terms of Service or any relevant legislation. We will use our reasonable endeavours to supply any relevant Terms of Service to you or make them available on our website (at our choice).
Subject to these terms of trade, we grant you a non-exclusive, non-transferable license to use the imagery for your business or promotion purposes only and you do not acquire any right, title or interest in the Services or in relation to the Services. Subject to these terms, you may use and distribute URLs and embed codes relating to the Services hosted on the Matterport platform and use and distribute Matterport Snapshots and 2D Schematic Floor Plans only. You hereby grant us display rights of the imagery created as “samples” or “portfolio copies” for us to advertise or market our services to third parties or the public.
Intellectual Property Rights
You do not acquire any right, title or interest in any copyright, trade marks, or other intellectual property rights relating to any of the Services provided by us to you.
You must not use any intellectual property, including trade marks, which belong to us or our suppliers or manufacturers, or cause, assist or permit anything to occur which may interfere with, damage or endanger those intellectual property rights.
You must advise us immediately when you become aware of any unauthorised use or attempted use by any person of our trade marks or other intellectual property rights or those of our suppliers.
You must ensure that all confidential information we give you is protected and in particular made available to your employees only on the basis that those employees at all times maintain strict confidentiality.
We will use any personal information that you supply for credit, administration, service and marketing purposes. You have the right of access to, and to ask for correction of, your personal information.
We warrant that the Services will be supplied using reasonable care and skill. We do not warrant that the Services supplied are error-free, accurate, or complete. We make no further representations and, to the maximum extent permitted by law, disclaim all further warranties, express or implied, regarding the Services, including any warranties of merchantability or fitness for a particular purpose.
Nothing in these Terms of Trade will limit or affect any rights that a non-business consumer may have under the Consumer Guarantees Act 1993.
Where the Services that you acquire from us are not of a kind ordinarily acquired for personal household or domestic use or consumption, or where you acquire, or hold yourself out as acquiring, the goods or services for the purposes of a business, the provisions of the Consumer Guarantees Act 1993 and the conditions, warranties and guarantees set out in the Sale of Goods Act 1908, or implied by common law will not apply and are excluded from these terms of trade.
Limitation of Liability
We will not be liable for any losses of any kind or any delay in supplying Services which are caused in whole or in part by circumstances beyond our reasonable control.
Subject to the above, our liability shall be limited to the value of any defective goods, software or services supplied, and none of us, our employees, contractors or agents, any manufacturer(s) or developer of the goods, or any of their materials or components or any suppliers of services, will be liable to you for loss or damage of any kind however that loss or damage is caused or arises. This limitation of liability includes, but is not limited to, costs (including costs of returning goods to us or to any manufacturer), loss of data, indirect or consequential loss, loss of contracts, loss of profits, damage caused by or arising from delays in manufacture or delivery, faulty or delayed installation, unreasonable use, negligence (including a failure to do something which should have been done or to prevent something from happening), faulty specifications and design, or faulty materials or components of the goods.
If we fail to enforce any of these terms or to exercise any right under these terms of trade at any time, we have not waived that right.
You may not assign or subcontract any of your rights or obligations under these terms of trade.
If any provision of these terms of trade is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect and the parties shall adjust their respective rights and obligations in accordance with the spirit and intent of the parties as shown by these terms of trade.
Any agreement between us is governed by the laws of New Zealand. Any dispute is subject to the non-exclusive jurisdiction of the New Zealand courts.
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