General Terms and Conditions

Preamble

Nodalview S.A.(hereinafter referred to as “Nodalview”), an incorporated company under Belgian law, having its registered headquarters at B-1332 Genval, avenue du Théâtre 2, registered with Banque-Carrefour des Entreprises under the number 0823015207, sales to professional clients (hereinafter, the “Client”) a set of Equipment and Applications for the creation and distribution of 360-degree virtual tours.

These general terms and conditions (hereinafter “GTC”) govern any contract concluded between Nodalview and the Client, excluding any conditions communicated by the Client to Nodalview before or after the conclusion of the contract. Special conditions, in particular prices, must be concluded in writing using the Nodalview Standard Purchase Order.

When the contract is concluded through a distributor, the latter undertakes to make the Client adhere to the present GTC. If not, the distributor guarantees Nodalview against any damage that Nodalview may suffer due to the non-acceptance by the Client of the present GTC.


These GTC are available at www.nodalview.com. Nodalview reserves the right to modify them at any time, in which case the new version will apply to all new orders as soon as it is posted online.



Article 1. Purpose of the contract

1.1 The Equipment

Nodalview sells devices and accessories for shooting 360-degree panoramic views (hereinafter, the “Equipment”). This Equipment includes, among others, the “KIT” defined below.

The “KIT”

This is a set of devices for taking panoramic shots from a Client’s device, such as an iOS or Android smartphone, a 360-degree camera, a camera (DLSR), a camera mounted on a drone or other device whose list is disseminated on the site www.nodalview.com (hereinafter, the “Client’s Device”).


It is the responsibility of the client to verify, prior to ordering, the compatibility of its/his device with the Nodalview application.


1.2 Services

The Client has the choice of subscribing to two types of services: either a set of prepaid services (hereinafter, “PACK”) or an unlimited subscription service (hereinafter, “UNLIMITED”).

Schematically, the Client realises, with the help of the capture application of Nodalview (iOS & Android) (hereinafter, “Application”), the KIT and the Client’s Device, 360-degree panoramas of real estate property (indoor/outdoor), which are then assembled on a tour and hosted on the Internet platform www.nodalview.com. From his personal account opened on the platform, the Client can process the images (modify, blur certain parts, delete, etc.) thanks to the tools made available to him. The Application and the tools made available to the Client in his personal account remain the exclusive property of Nodalview. The Client's shots can be exported to a storage space of his choice, understanding that the assembly of the panoramas visited, and the enhancements and modifications of the images made using the Nodalview tools are not exportable.

Service “PACK”

This service includes a set number of shooting units (hereinafter, “panoramas”), as well as the opening of a personal account on the site www.nodalview.com, accessible to a maximum of 10 users of the Client.

The price of the Service “PACK” varies depending on the number of panoramas purchased.

Upon each visit of a specific property, the Client is deducted between 1 and 10 units, according to the number of shots taken by him, understanding that as of the 10th shot, the number of units deducted remains capped at 10. As soon as the photographs are taken, the Client will have a period of one week to remove the pictures that he wishes, in which case the corresponding units will be deducted.

The Service Pack automatically ends after a period of 6 months from the date of exhaustion of the Client's units or after one year from the Client's last connection into his personal account, in which case the unused units will be lost. From the date of automatic cancellation, the published links referring to the Client's visits remain active for a period of one year, for viewing purposes only.

“UNLIMITED” subscription service

This subscription includes an unlimited number of panoramas, as well as the opening of a personal account on www.nodalview.com, accessible to the number of users defined in the subscription sold; the price of the subscription being defined according to the number of Client’s users.

As an option to this service, the Client may purchase the Equipment of his choice, including the KIT.

The subscription is carried out for an irreducible period of one year. Upon expiration, it shall be extended tacitly for the same period and under the same conditions, subject to an adjustment of the rates specified in Article 4 below. The subscription may be terminated by giving prior notice, by registered letter or by e-mail with acknowledgment of receipt, two months before the end of the subscription at the latest.

From the date of termination, the disseminated links referring to the Client's visits remain active for viewing purposes only for a period of one year. Upon termination, the Client retains access to his personal account for a period of 3 months in order to consult or download his photographs. At the end of this 3-month period, access to the personal account will be removed.

The Client is prohibited from giving access to his personal account to users who are third parties to his company or to a number of users greater than that defined in his subscription, or for using the Service on behalf of a third party. The Client is also prohibited from assigning panoramas available on www.nodalview.com to third parties in any capacity whatsoever. In case of breach, and after a notification that remains unsuccessful for 5 days, Nodalview reserves the right to suspend its services or terminate the contract to the wrongdoing of the Client, without the latter being entitled to any refund or compensation, in particular for the fact of the loss of his panoramas.



Article 2: Conclusion of the contract, election of domicile and notifications

2.1 Conclusion of the contract

The Client places an order with the approval of the Purchase Order and, as such, adheres to the present GTC, as well as to the specific conditions and rates indicated in the Purchase Order, refuses to invoke any other conditions that he would have brought or would make Nodalview aware of.

Upon receipt of the order, Nodalview shall promptly notify the Client of an acknowledgment of receipt (hereinafter, “Acknowledgment of receipt”), provided that only the date of the acknowledgment of receipt shall be the starting point of the contractual deadlines (date of the conclusion of the contract, calculation of delivery times, validity of the subscription, etc.).


2.2 Election of domicile

For the execution of the contract, the Client elects a domicile at the address indicated on the Purchase Order.

Nodalview elects domicile at the address of its registered office.


2.3. Notifications

All notifications can be validly made by e-mail with acknowledgment of receipt or by registered letter. The Client's e-mail is the one mentioned in the Purchase Order. Nodalview's e-mail is the one communicated with the acknowledgment of receipt.



Article 3: Delivery times and guarantees

3.1 The Services

Access to the Application and personal space on www.nodalview.com is provided within 24 hours of Acknowledgement of Receipt.

Access will be continuous throughout the duration of the contract, except in cases of force majeure (e.g. network saturation, virus, power outage...), on the understanding that continuity of service constitutes a best endeavours obligation on the part of Nodalview. In no way shall Nodalview be liable for any prejudice that the Client may suffer as a result of the interruption or suspension of access to the Application.

Nodalview further reserves the right to temporarily suspend access to the Application for maintenance purposes, without the Client being entitled to any compensation whatsoever. To limit the inconvenience associated with this suspension, prior to the suspension, Nodalview will notify the Client of the date and time of maintenance.


3.2 The Equipment

The Equipment is delivered to the address indicated on the Purchase Order within 8 days of acknowledgment of receipt, provided that this period is given as an indication, any delays not enabling the Client to cancel the order and/or claim damages. However, in the event of an overrun of twenty (20) working days in addition to the 8-day deadline provided, and provided that this excess is not justified by force majeure, the Client has the right to terminate the Contract and to obtain reimbursement of the sums paid, without claiming any compensation whatsoever.

Any complaint about the delivered KIT must be made in writing within 7 days of receipt of the order, failing this, the KIT will be deemed to be in conformity with the order and free from defects.

The Equipment stamped with the Nodalview logo is guaranteed for 6 months from the date of delivery. The warranty covers only design or manufacturing defects that would render the Equipment unsuitable for its intended use. The warranty is limited to the purchase value by the Client of the Equipment, Nodalview reserving the right to either exchange the Equipment, repair it or reimburse the Client the price paid. No other costs, including transport costs, and no other compensation can be charged to Nodalview. Intervention under the warranty shall not have the effect of extending the duration of the warranty.

Unstamped equipment with the Nodalview logo is sold under the manufacturer's warranty, as Nodalview cannot be held liable for defects or damages not covered by the manufacturer's warranty.

Any warranty is excluded in the event of misuse or negligence on the part of the Client.



Article 4: Rates and payment terms

4.1. Rates

The rates applicable to the Contract are established in the Purchase Order.

Upon the expiration of the “Unlimited” subscription, or the exhaustion of the Panoramas for the “Pack” services, Nodalview reserves the right to modify its rates, in which case the Client will have the right to terminate the Contract.


4.2. Payment conditions

Invoices are payable in full by credit card or payment online or bank transfer. No other payment method is authorised.

For the “Unlimited” subscription, Nodalview accepts a monthly scale of the annual fee provided that the Client makes the necessary arrangements to debit his bank account automatically on a fixed date, understanding that non-payment of a monthly payment will automatically make the remaining balance due.

Any dispute regarding invoiced services must be notified to Nodalview within 10 days of notification of the invoice. After this time, the aforementioned services will be deemed accepted by the Client.

In the event of non-payment of an invoice that has expired or is made payable under the preceding subparagraph, (a) interest on a late payment of 10% per year, (b) as well as an indemnity of 10% of the amount due, with a minimum of 100,00 euros, will be due in full and without prior notice. In addition, Nodalview reserves the right to suspend services or even terminate the contract if the Client is in payment default for more than 2 months, in which case the Client will not be entitled to any compensation, in particular, as a result of the loss of his data on his personal account.

The fees for collection, summons, recovery and any other damages that may be owed shall be borne by the Client in addition to the aforementioned indemnities and interest.



Article 5: Protection of privacy and rights to published content

The Client declares that he has obtained from third parties, owners or users of the real estate that he photographs, all the rights and authorisations necessary for him to publish the images of the aforementioned real estate or any other data, including personal data. The Client undertakes to conceal or blur, in particular with computer tools made available to him by Nodalview, those parts of the images containing personal data or confidential data (faces, vehicle identification plates, photographs, pieces of art, personal effects, etc.). Consequently, Nodalview cannot be held responsible for the content of the images published by the Client; the latter guarantees Nodalview against any action, claim, allegation, demand or opposition on the part of any person invoking a right, in particular the protection of privacy, or an act of unfair competition, on all or part of the material disseminated within the framework of the Contract (the “Guaranteed Materials”). The Client undertakes to bear all costs, including attorneys' fees, incurred by Nodalview, as well as any indemnification and/or settlement and damages awarded against him, and to indemnify him of the damage suffered. This guarantee will remain in force after the termination of the Contract, whatever the cause, and for a period equal to the duration of the legal protection of the rights regarding the Guaranteed Materials.

In case of publication by the Client of information and/or images contrary to public order and good morals, or in the event of receipt of a complaint from a third party, Nodalview reserves the right to stop publication immediately. In addition, Nodalview reserves the right to suspend or terminate the contract to the wrongdoing of the Client by means of a notification of a 24-hour notice, without the Client being entitled to any indemnity.



Article 6: Miscellaneous

Nodalview's failure to enforce either clause by these terms and conditions shall not be construed as a waiver by Nodalview of such terms.

The invalidity of any of the clauses herein or of the special agreements entered into with the Client shall not nullify the other clauses.



Article 7: Applicable law - competent courts

The law applicable to the contract concluded with the Client is Belgian law. The courts of the judicial district of the headquarters of Nodalview are exclusively competent to hear any dispute arising from the sales conducted by Nodalview.

Nodalview nevertheless reserves the right to summon the Client before any other competent court by application of common law.