THESE TERMS (DEFINED BELOW) GOVERN YOUR USE OF OUR PLATFORM AND THE SERVICES AND APPLY TO ANY CONTRACT (DEFINED BELOW) BETWEEN YOU AND US. We may update or amend the Terms from time to time as per clauses 11.2 and 11.3. Please check Our Website regularly to take note of any changes and the current version of Terms that apply.
In these Terms, the following definitions shall apply globally:
“Account” means the online account that allows You access to Our Platform through one or more unique username(s) and password(s) allocated to You.
“Application” means the order for Services completed by You and submitted by You to Us through the Platform, and which contains details of the Property, the arrangements for booking the Property Capture, and other relevant booking information.
“Applicable Law” means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority or tribunal and all codes of practice having force of law.
“Asset Licence” has the meaning given to it in clause 5.4.
“Assets” or “End Products” means, with respect to a Property, the photographs, floorplan (including measurements in GIA/NIA and IPMS), virtual tour (360° visualisations), digital brochure, analytics and such other of the Spec Materials relating to such Property made available by Us to You through the Platform in response to an Application.
“Brand” means all representations of trading names or brand(s) operated by any of Our companies anywhere in the world, Our registered and unregistered trademarks, service marks, trade dress, trade names, corporate names (including legal, assumed and fictitious names), logos, slogans, internet domain names, addresses and other computer identifiers, rights in telephone numbers and other indicia of source or origin, together with all translations, adaptations, derivations, and combinations of any of the foregoing and any Intellectual Property Rights in them, all applications for registration, registrations, and renewals in connection therewith, and all goodwill associated with any of the foregoing.
“Brand Guidelines” means the guidelines We maintain for the use of Our Brand which are available on request.
“Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Cancellation Policy” means the policy that applies if You cancel a Property Capture or We are unable to proceed with a Property Capture and is available at https://spec.co/legal/cancellation-policy.
“Charges” means any and all fees payable by You for Our Services based on the rate card provided to You or otherwise agreed between Us and You.
“Commencement Date” has the meaning given in clause 1.2.
“Contract” means the contract between Us and You for the supply of Services in accordance with these Terms.
“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010 and the expression “Change of Control” shall be construed accordingly.
“Customer” means the entity which requests the Services from Us by way of an Application.
“Data Protection Law” means any Applicable Law relating to the processing, privacy, and use of Personal Data including: (i) the GDPR; (ii) the UK Data Protection Act 2018; (iii) the GDPR as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018, as amended; (iv) the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC); and (v) the UK Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); and (vi) all local laws or regulations implementing or supplementing the UK or EU legislation mentioned above.
“End Products” has the meaning given under “Assets”, above.
“GDPR” means the General Data Protection Regulation ((EU) 2016/679).
“Group” means in relation to a company, that company, any subsidiary or holding company from time to time of that company and any subsidiary from time to time of a holding company of that company, “subsidiary” and “holding company” having the meanings set out at section 1159 Companies Act 2006.
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Late Payment Interest” means 8% plus the Bank of England base rate.
“Licence Term” has the meaning given to it in clause 5.
“Notice Period” means at least 30 days’ prior written notice which must expire on the last Business Day in a calendar month.
“Personal Data” has the meaning given to that term by the GDPR.
“Raw Data” means the point clouds (E57, B2G or other such similar file formats), the unprocessed photos, and unprocessed photospheres.
“Platform” means Our Website, applications and software hosted on Our servers, proprietary hardware, software and applications and any other hardware or software used or operated by Us or on Our behalf by a third party, to provide Our Services now or in the future.
“Property” means any house, apartment or other dwelling or building in relation to which You instruct us to provide Services.
“Property Capture” means the digital capture of the Property carried out by Us or Our Representatives using our proprietary technology for the purpose of creating the Assets.
“Services” means the Property Capture and generation and provision of the Assets by Us and/or appointed representatives to You via Our Platform and including services that are incidental or ancillary to such services.
“Spec Materials” means all information, data and databases, text, images, audio, software, scripts, graphics, photos, sounds, music, 360° visualisations, floor plans, audio-visual combinations, interactive features, visual interfaces, web pages, records, reports, documents, papers, drawings, designs, transparencies, logos, typographical arrangements and all other materials in whatever form, including but not limited to hard copy and electronic form that We create in connection with the supply of the Services to You hereunder, including without limitation, the Assets and all such materials that You may view on, access through, commission, create, acquire or contribute to on Our Platform.
“Term” has the meaning given in clause 10.1.
“Terms” means the terms and conditions in this document as amended from time to time in accordance with clause 11.2 and 11.3.
“VAT” means value-added tax or any equivalent tax chargeable in the UK or elsewhere.
“Virus” means any thing, device, software, code, file or program which may in Our reasonable opinion adversely affect the operation, security, availability, user experience of the Platform or Our operations, including, without limitation, viruses, Trojan horses, worms, logic-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
“We, Us, Our” refers to Digital Reality Corp Limited, registered in England with company number 09696838 of 42 Berkeley Square, Mayfair, London, W1J 5AW and all subsidiary companies and trading names internationally.
“Website” means Our website located at https://spec.co/ or such other URL as We may nominate from time to time.
“You” or “Your” means the Customer.
“Your Client” means any person You are facilitating access to and/or are helping benefit from Our Services, including without limitation, a vendor of any Property.
“Your Trademarks” means any trademark, whether registered or unregistered, which you may request us to incorporate into the Assets.
In these Terms:
(i) a “person” includes a natural person, corporation, partnership, limited liability company, association, trust, corporate or unincorporated body (whether or not having separate legal personality);
(ii) references to the singular include the plural and vice versa;
(iii) these Terms shall be binding on, and enure to the benefit of, the parties to any Contract and their respective personal representatives, successors and permitted assigns, and reference to any party includes its personal representatives, successors and permitted assigns;
(iv) reference to “writing” or “written” includes emails;
(v) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
(vi) reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;
(vii) any obligation on a party not to do something includes an obligation not to allow that thing to be done;
(viii) reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time;
(ix) references to clauses are to clauses of these Terms; and
(x) any words following the terms “including”, “include”, “in particular”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.