Contractual Terms & Conditions |  |
Definitions“4Digix” shall mean the trading name under which 4COM Partners enters into Service contracts. “4Digix Order Specification” shall mean the contents of the file referenced by this Order Specification* link. “4Digix Website” shall mean the website whose internet address shall be http://www.4digix.com. “Agreement To Proceed” shall mean the Customer’s acceptance of the Order Specification binding the Customer to the Contract. The mechanism by which the Customer shall indicate their agreement shall be set out as the Approval Method. “Agreed Order Specifications” shall mean Order Specifications for which 4Digix has received Agreement To Proceed from the Customer. “Agreed Payment Date” shall mean the date on which payment is due as defined by Payment Terms, or Registered Customer Payment Terms, or Standard Payment Terms, whichever is applicable. “Approval Method” shall mean the approval method set out in the Order Specification. “Charges” shall mean the charges for defined deliverable set out in the Order Specification. “Contract” shall mean these terms and conditions including any appendices or annexes attached hereto and any forms for completion as part of 4Digix method of doing business. “Customer” shall mean the person or representative of a company, partnership or sole trader entity, who places an Order for a Service to be provided by 4Digix. “Delivery Timescale” shall mean the delivery timescale set out in the Order Specification. “Filming” shall mean the process by which pictorial images are produced whether on film, videotape, or digital photographic medium, or any other photographic medium required by the Customer, as part of the Service and as normally accepted by the photographic industry. “Image” shall mean a 2 dimensional representation of a subject recorded by photographic means but rendered in a normally accepted flat photographic format. “Internet Pictures Corporation” shall mean the company known as Internet Pictures Corporation of 1009 Commerce Park Drive, Oak Ridge, TN 37830, USA. “Law” shall mean Northern Ireland law. “Location” shall mean any place where the Customer requires 4Digix to undertake Filming. “Order” shall mean a Service requirement definition placed by the Customer with 4Digix by telephone, fax, email, face-to-face meeting, or otherwise in writing. “Order Specification” shall mean a written requirement definition produced from an Order, by 4Digix, which shall include but not be limited to the following headings: customer contact name; customer company name; customer or company address/telephone number/email address; contact method; contact time; requirement definition; definition of deliverable; delivery timescale; milestones to delivery; charges for defined deliverable; potential additional enhancements; indicative budget for potential additions; payment terms; approval method; expected start date. “Payment Terms” shall mean the payment terms set out in Order Specification. “Proofs” shall mean Virtual Tours produced by 4Digix in accordance with the Order Specification but still requiring approval by the Customer. “Registered Customer Payment Terms” shall mean the variation of a Customer’s Standard Payment Terms in accordance with the terms set out in their Registration Agreement. “Registration” shall mean the process by which the Customer’s details are entered into a database on the 4Digix Website, which shall allow the Customer to vary the terms by which the parties agree to do business. “Registration Agreement” shall mean those parts of the Contract varied by the Customer in agreement with 4Digix and set out as part of Registration. “Requirement Definition” shall mean the requirement definition set out in the Order Specification. “Service” shall mean the package of work set out in the Order Specification. “Standard Payment Terms” shall mean that the customer shall pay to 4Digix 50% of the Charges For Defined Deliverable, as part of the Agreement To Proceed, with the remaining 50% becoming payable on the Delivery Timescale. “Virtual Tour” shall mean a spherical image or number of spherical images each made up of 2 digital photographic hemispheres taken using the an approved camera and utilising the iPIX® Rotator™ and brought together under the control of a proprietary software package produced, copyrighted and marketed by the Internet Pictures Corporation, as requested by the Customer at the time of placing an Order. General |
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a) b) c) d) |
This Contract constitutes a legal agreement between 4Digix and the Customer. This Contract will apply to all Services undertaken by 4Digix and is subject to change from time-to-time. This Contract shall override any contract terms and conditions put forward by the Customer, unless 4Digix has agreed to such other contract terms and conditions in writing prior to delivery of the Service. The Contract currently in force is published on the 4Digix Website. This Contract is governed by and interpreted in accordance with Northern Ireland law. |
Orders |
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a) b) c) |
In placing an Order the Customer agrees to be bound by this Contract. In response to an Order 4Digix shall produce an Order Specification. The Customer shall then provide their Agreement To Proceed. |
The Service |
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a) b) c) |
4Digix’ Service provides Virtual Tours of Locations specified by the Customer. These Virtual Tours may include Images and shall vary in complexity and price according to the Customer’s requirements. The Service deliverables shall be provided by 4Digix to the Customer by means of electronic mail, CD-ROM disk or by being posted on the 4Digix Website. |
Charges and Payment Terms |
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a) b) c) d) e) f) g) h) i) |
The Customer shall pay 4Digix the Charges, in accordance with the Payment Terms. Prior to Agreement To Proceed the Charges shall be valid for 30 days. The Charges as set out on the Order Specification shall be exclusive of VAT. If there are neither Payment Terms, nor Registered Customer Payment Terms then Standard Payment Terms shall apply. Payment Terms deposits shall be acknowledged by 4Digix and final payment invoices shall be reduced to reflect deposit monies paid. Where invoices remain unpaid after 30 days from Agreed Payment Date 4Digix reserves the right to charge interest on the outstanding balance at a rate of 2% per month, on the original or revised balance, for each month the invoice is outstanding. 4Digix also reserves the right to charge reasonable expenses to the Customer in respect of the costs of recovering the Charges. Any discounts agreed with the Customer will be cancelled if payment is not made by the Agreed Payment Date. All payments shall be subject to VAT at the currently prevailing rate. 4Digix reserves the right to refuse to undertake, or complete, the Service for any Customer who has not agreed Payment Terms, or confirmed their agreement to an Order Specification, or has outstanding invoices against completed Agreed Order Specifications. |
Customer Obligations |
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a) b) c) d) e) f) |
The Customer shall ensure that they have permission and authority to Order the Service at the Location. The Customer shall ensure that the Location is accessible and in a suitable state for Filming. The Customer shall be liable for the full cost of the Service if 4Digix is unable to undertake the Service due to inaccessibility or other avoidable circumstance under the Customer’s control. The Customer shall be responsible for the display and distribution of the Virtual Tour unless otherwise agreed with 4Digix. The Customer shall abide by the trademark and logo usage rules of the Internet Pictures Corporation and 4Digix, in any publicity that the Customer undertakes. The Customer shall indemnify 4Digix against any breaches of the terms of this Contract that cause 4Digix loss of whatever nature. |
4Digix Obligations |
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a) b) c) |
4Digix shall employ all reasonable endeavours to provide the Service at the Location to the Delivery Timescale. If 4Digix fails to deliver the Service to the Delivery Timescale, without the Customer’s prior agreement to a new timescale, then the Customer may cancel the Service and receive a full refund of any monies paid in respect of the Service. If 4Digix fails to arrive at the Location within 30 minutes of the time agreed with the Customer, then the Customer may elect to have a new appointment or request a full refund of any monies paid in respect of the Service. |
Warranty |
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a) b) c) |
4Digix warrants that it shall use all reasonable professional skill, care and endeavours in undertaking the Service on behalf of the Customer. 4Digix does not warrant that, Virtual Tours produced as part of the Service and delivered on the Customer’s preferred medium, shall be executable on all computer systems. All other warranties expressed or implied are excluded to the fullest extent permitted by Law. |
Limitation of Liability |
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a) b) c) d) e) |
4Digix liability whether in contract, tort, negligence, or otherwise shall be limited to the Charges paid by the Customer for the Service under the Contract. 4Digix shall not be liable for delays to the Delivery Timescale caused by circumstances beyond its reasonable control. 4Digix’ Delivery Timescale is based on reasonable endeavours; 4Digix will not be liable for any consequential loss resulting its inability to meet the Delivery Timescale. 4Digix shall not be liable to the Customer, or any third party, for any indirect loss, loss of business or profit or turnover or sales or anticipated savings, or loss of use, or corruption of data or software or disruption of any computer system, or for any consequential or special loss. In the event of a dispute about the quality of the Service provided under the Contract to the Customer, 4Digix may at its sole discretion choose to re-do the Filming or offer the customer a full refund of any monies paid. This clause shall survive termination of the Contract. |
Copyright |
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a) b) c) d) e) |
It is a criminal offence under the Copyright, Design and Patents Act 1988 to infringe copyright and it is the duty of 4Digix Customers to ensure that all materials provided to 4Digix for its use in undertaking the Service are free from copyright claims and to indemnify 4Digix against any such claims. 4Digix shall retain copyright on all materials and intellectual property created as part of the Service unless otherwise agreed with the Customer. 4Digix reserves the right to use any Virtual Tour or Image produced as part of the Service in promotion of its services, unless otherwise agreed with the Customer. The 4Digix logo is included within Virtual Tours supplied as part of the Service, unless otherwise agreed with the Customer. 4Digix reserves the right to change its logo at any time. |
Termination |
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a) b) c) |
4Digix reserves the right to terminate the Contract without notice if the Customer breaches any of its terms. 4Digix shall terminate the Contract if the Customer is declared bankrupt or goes into liquidation or starts to be wound up, or a receiver or administrator is appointed over all or part of the Customers assets, or the Customer enters into an agreement with creditors, or a voluntary agreement is made, or the Customer enters into a voluntary agreement. Upon termination of the Contract, however caused, any outstanding Charges shall become liable for immediate payment. |
Force Majeure |
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a) |
4Digix shall make all reasonable endeavours to deliver the Service to the Customer according to the terms of the Contract, but the due performance of the service shall be subject to variation or cancellation due to an act of God, war, industrial dispute, lock-outs, fire or any other cause beyond 4Digix reasonable control.
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