GENERAL TERMS & CONDITIONS

These General Terms and Conditions (“T&C“) govern a contractual relationship between Walk theRoom Ltd., a company incorporated under the laws of England and Wales, with its registered seat at Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX, reg. no.: 11395174 (“Supplier”) and its clients based on Orders regarding the production of below defined Digital output (“Client”, also together with the Supplier as the “Parties”).

I. Definitions

The below defined terms used in these T&C shall have the following meaning:

Digital assets” means the base environment in 3D studio max format that the Supplier will create (including models, structures, textures, lightning schemes etc.);
Digital output” means output from Digital assets provided in the form of below defined CGIs, Animations, VR points, AR and/or other outputs in electronic format; “Order” means an order of the Project from the Client to be provided by the Supplier pursuant to these T&C;
Project” means production of Digital outputs prepared by the Supplier for the Client based on and specified in the Order;

II. Subject of these T&C

  1. These T&C govern a contractual relationship between the Parties based on Orders of the Client requesting the Supplier to provide the Client with services comprising design and visualization of exterior and interior spaces of real-estate properties in electronic 3D format (Digital outputs).
  2. Digital outputs might comprise:
    1. “Animation” which means a short movie / video clip that is used to showcase a
      particular real-estate property, example available at
      https://www.walktheroom.com/work/biblioteksgatan;
    2. “AR” (Augmented Reality) which means a digital 3D model of a real-estate property
      which can be viewed either online using an internet browser or can be viewed as a digital layer using e.g. a tablet or a cell phone, example available at https://www.walktheroom.com/work/ar;
    3. “CGI” (Computer Generated Image) which means a static image of a 3D environment, example available at https://www.walktheroom.com/s1/gallery;
    4. “360°/VR Point” (360° / Virtual Reality Point) which means a static position in a 3D environment where there is a possibility to turn around 360 degrees and view the surroundings, example available at https://www.walktheroom.com/work/industrial; and/or
    5. Other digital output agreed between the Parties on an individual basis.

III. Orders

  1. The Supplier shall provide the Client with a template Order. The Parties shall agree on individual conditions included in the Order before completing it (Digital output details, pricing, delivery date, etc.).
  2. After receiving the filled-in Order via e-mail, the Supplier shall confirm the reception of the Order to the Client. Simultaneously, the Supplier shall confirm that the Order is complete and correct or shall reasonably ask the Client to complete or correct the Order.

IV. Delivery

  1. Unless the Order states otherwise, the Project delivery process shall be divided into the following phases:
    • the Supplier collects required input materials from the Client (see article VII. par. 2 below);
    • the Client confirms concept / image details with the Supplier;
    • the Supplier prepares base Digital output;
    • the Client feedbacks base Digital output (first feedback round; focus on composition,
      story, feeling);
    • the Supplier implements the Client’s feedback and prepares pre-final Digital output;
    • the Client feedbacks pre-final Digital output (second feedback round; focus on materials,
      furniture, details);
    • the Supplier implements the Client’s feedback and prepares final Digital output;
    • the Supplier delivers final Digital output to the Client;
  2. The Client shall usually provide its feedback within 2 (two) banking days of the date of receipt of each abovementioned phases from the Supplier. If the Client fails to provide its feedback within the specified term, the final delivery time of the Project can be prolonged by the time the Client ́s feedback is pending and based on production capacity available.
  3. The Projects shall be executed by the Supplier pursuant to Client ́s instructions. The Supplier shall notify the Client on potential inappropriateness of Client ́s instructions.
  4. Project shall be deemed completed and delivered upon delivery of final Digital output to the Client. The forms of delivery are as follows:
    • Animation: digital movie / film in format agreed between the Client and the Supplier;
    • AR: web electronic address(es) (web links), in a manner that such web links can be used
      in presentation of the Project in standard devices the Client requires;
    • CGI: digital images in format agreed between the Client and the Supplier;
    • VR points: web electronic address(es) (web links), in a manner that such web links can
      be used in presentation of the Project in standard devices the Client requires.
  5. When the Project is delivered, the Client is entitled to order changes to the Project in excess of the feedback changes requested pursuant to par. 1 above, only in a separate Order for a separate hourly fee of £90/hour, unless agreed otherwise in the Order. The minimal amount of hours billed with regard to the ordered changes will be 4 hours of work. The implementation of these changes will be planned on soonest available free slot.

V. Pricing

The Parties shall agree on the pricing for the delivery of the Projects and other services in advance and include the pricing in the Order.

VI. Quality and warranty

The Supplier obligates itself to deliver the Projects and other services in quality that has been demonstrated to the Client on template examples.

VII. Obligations of the Client

  1. The Client commits to sending all input material needed for a delivery based on a reasonable request of the Supplier. This might include photos of the building / existing interiors, floor plans, space plans, section drawings, view for backplate (view from windows of the property), material specification, situational plan, 3D model and architectural drawings of the building.
  2. Unless agreed otherwise in the Order, the Client shall provide all input materials to the Supplier at least 4 (four) business days before the Supplier shall commence its work on the Project.

VIII. Invoicing

  1. The cost of each Project as well as other services shall be indicated in the Order. Any deviation from the pricing in the Order must be agreed at least via e-mail. The Supplier will invoice in currency indicated in the Order.
  2. The Client shall pay the invoice within 30 (thirty) calendar days of Project delivery.
  3. In case of a delayed payment, the Client shall pay to the Supplier a default interest in the amount of 0.2 % of the delayed payment per day.

IX. Ownership and rights

  1. All Digital assets created and owned by the Supplier are the intellectual property of the Supplier. Supplier retains the right to the Digital assets.
  2. The Supplier undertakes to hand over to the Client the exclusive right to produced Digital output in full. The right shall be transferred without limitations on the territory and duration. The remuneration of the Supplier for the transfer (granting) of the exclusive right to each Digital output is included in the price of each Project.
  3. Projects and the right to the Digital output shall be deemed transferred upon the full payment by the Client for the Project.
  4. The Supplier ensures that the transfer of the Projects and the rights to the Digital output do not infringe the patent, copyright and related rights of third parties, and also the third parties’ right to commercial secrets; and that at the time of the rights transfer there are no circumstances enabling third parties to assert their claims to the Client regarding to the rights to the Digital output and information materials used in Projects (except for the information materials provided by the Client).
  5. The Supplier shall have the right to be called the author of the Projects produced under the Order. No other person, including the Client, can be called an author of Projects. When making use of Projects, the Client shall indicate the name of the Supplier as the author of Projects. After the transfer of the Projects and the rights to the Digital output to the Client, the Client shall make efforts at its own to further protect the Supplier as the author of the Projects.
  6. The Supplier has the right to use Digital output for its own marketing purposes, unless agreed otherwise.

X. Communication

Unless explicitly agreed otherwise, all communication, ordering and invoicing based on these T&C may be carried out via e-mail.

XI. Confidentiality

For the duration of 5 (five) years after Project delivery based on the last Order, the Parties shall maintain the confidentiality of all documents, information and data acquired in connection with performing all Orders, in particular about the know-how, business secret and business procedures. The Parties explicitly undertake not to use, for its own or any third party’s benefit, any confidential information on the matters it became aware of in the course of their contractual relationship with each other. In case of violation of any of these obligations the non-breaching Party shall be entitled to claim any caused damages.

XII. Order termination

  1. The Supplier shall have the right to terminate the Order with immediate effect specifying the termination date in the respective termination notice in case the Client is in material breach of this Contract, especially when the Client is in delay with invoice payment longer than 30 (thirty) days or repeatedly gives the Supplier inappropriate instructions.
  2. The Client shall have the right to terminate this Contract with immediate effect specifying the termination date in the respective termination notice in case the Supplier is in material breach of this Contract, especially when the Supplier is in delay with Project delivery longer than 30 (thirty) days.
  3. In case this Contract is terminated prematurely, the Client is obligated to pay the Supplier for the work on the Project that has already been executed before the termination date.

XIII. Final provisions

  1. The contractual relationship between the Parties shall be governed by laws of England and Wales and the disputes shall be resolved by the courts of England and Wales.
  2. In case of any discrepancies between the Order and these T&C, the Order shall prevail.
  3. The Supplier reserves a right to amend these T&C. Amended T&C shall be applicable to the Orders received after such amendment.