Terms & conditions

Last updated 9 March 2021

360Visualizer Oy – General Terms and Conditions

1. Applicability of these General Terms and Conditions
These General Terms and Conditions (“Conditions”) shall apply to all Services delivered by 360Visualizer Oy (“360Visualizer”) to entities procuring Services from 360Visualizer (“Client”), each referred to as “Party” and together as “Parties”. Use of any of the Services shall be considered an acceptance of these Conditions. 360Visualizer shall supply Services to Client only subject to these Conditions and to the exclusion of any other terms and conditions, save as expressly agreed in writing between the Parties.

2. Definitions
The following terms shall have the meanings assigned to them herein, unless a different definition is assigned to them in the Agreement:

Add-on Service(s)” shall mean an add-on service or add-on feature purchased by Client in addition to the Standard Services provided by 360Visualizer.

Affiliate” shall mean an entity (i) directly or indirectly controlled by a Party; (ii) which is under the same direct or indirect control as the Party; or (iii) which is directly or indirectly controlled by a Party.

Agreement” shall mean a contract for the provision of Services concluded between Parties by exchange of contractual documents or an Order or acceptance of these Conditions by Client and comprising of these Conditions together with any additional terms in any contractual document or Order to which these Conditions are included by reference.

Intellectual Property Rights” or “IPR” shall mean all patents, inventions, trade secrets, trademarks, service marks, trade dress, methods, processes and know-how, whether registered or unregistered and which may now or at any time exist anywhere in the world.

Offer” shall mean a written offer for Services provided to Client by 360Visualizer or an offer presented on 360Visualizer’s website or in the SaaS Service in connection with a purchase.

Order” shall mean an individual order for Services issued by Client to 360Visualizer in writing or by purchase made on 360Visualizer website or in the SaaS Service.

Professional Service(s)” shall mean photography-, consultation-, configuration-, adaptation-, training- and other services provided to Client by 360Visualizer.

SaaS Service(s)” shall mean the online software services provided to Client by 360Visualizer, including Standard Services and Add-On Services.

Service(s)” shall mean Professional Services, SaaS Services, Standard Services and Add-On Services provided under the Agreement.

Standard Service(s)” shall mean the each of the standard versions of the SaaS Service, including a defined set of features as made available by 360Visualizer.

3. Content of the Services and Delivery
The content of the Services is defined in the relevant Agreement. 360Visualizer undertakes to perform the tasks for which it is responsible in conformity with the Agreement, with due care and with the professional skills required for the tasks.

360Visualizer shall provide the Services in accordance with the Agreement by using 360Visualizer’s working methods. 360Visualizer is entitled to change the methods, connections, equipment, software, hardware, and possible sub-contractors and other details of the Services, provided that no material changes occur in the Services.

The delivery shall be executed as agreed and after the Client has provided 360Visualizer all necessary and complete information as required by 360Visualizer. If time of delivery has not been agreed or confirmed between the Parties, 360Visualizer shall deliver the Services within reasonable time after the conclusion of the Agreement. The delivery has been completed when the deliverables of the Services are made available to Client or 360Visualizer informs the Client of the completion of delivery.

4. SaaS Service and Maintenance
360Visualizer shall have the right to alter, amend or change the URL allocated for delivering and publicly performing the SaaS Service deliverables. 360Visualizer shall reasonably attempt to inform the Client of any changes to the Client -specific URL in advance of any change.

The SaaS Service shall be delivered to the Client using 360Visualizer’s general standards at the time of delivery. The Client undertakes to ensure that the SaaS Service set out in the Agreement is suitable for the Client’s purpose of use and that it meets the Client’s requirements. The SaaS Service is functional 24/7, excluding temporarily disconnections due to service breaks, such as updating of software or connections and other similar breaks.

360Visualizer does not guarantee that the SaaS Service is available without interruption and is not liable for any loss or damage due to service breaks or disconnections in the SaaS Service for whatsoever reason. 360Visualizer shall reasonably attempt to inform Client of any extended disconnections or service breaks in advance, if such information is available to 360Visualizer.

The Client shall be responsible for ensuring that its users maintain identifiers provided to it by 360Visualizer diligently and shall not disclose them to third parties. The Client shall be responsible for the use of the SaaS Service using the Client’s identifiers.

5. Standard Services and Add-On Services
Standard Services include the features listed in the relevant Standard Service descriptions, available at https://www.visualizergroup.com/standard_service_description.

Client may place an Order for individual features to be included into the SaaS Services based on Offers by 360Visualizer. The pricing, content and term of the Add-On Services shall be defined in the relevant Offer.

6. Changes to the SaaS Services
360Visualizer in entitled to produce the SaaS Services as it deems best. 360Visualizer may also make changes and improvements affecting the technical performance, contents, use and functionality of the SaaS Services, as long as it does not materially adversely affect the functionality of the SaaS Service. 360Visualizer is entitled to stop performing the SaaS Service or part of the SaaS Service. The exact specifications and content of the Standard Services and Add-On Services shall be subject to change upon 360Visualizer’s discretion. Features may be made available temporarily or permanently, changed, limited or removed. Client is not entitled to any compensation, reimbursement, return of data or any other remedy due to changes in or cessation of the SaaS Services or changes in the exact specifications and content of the Standard Services and Add-On Services, apart from a pro-rata reimbursement for discontinuation of any of the SaaS Services for any remaining subscription period already paid for by Client.

360Visualizer reserves the right to change its Service fees and pricing policies. All such changes shall become valid automatically for the next subscription period following the notice. Changes exceeding 5% shall entitle Client to terminate their subscription to end at the end of the then current subscription period, until which the old fees shall be applied.

Apart from the reimbursement specifically defined above in this Clause 7, 360Visualizer is not responsible for any costs, loss or damage incurred by Client as a result of any changes or discontinuation related to the SaaS Services.

360Visualizer shall use reasonable efforts to notify Client of the changes prior to their entry into force.

7. Professional Services
Client may place an Order for Professional Services to be to be provided by 360Visualizer based on Offers by 360Visualizer. The pricing and content of the Professional Services shall be defined in the relevant Offer.

The Professional Services shall be performed using 360Visualizer’s working methods. Each Party shall reserve the necessary working space and tools for the performance of the Professional Services. The Client shall ensure its premises are suitable for performing the Professional Services. Each Party shall contribute to the performance of the Professional Services with respect to factors under the command or control of that Party. Each Party undertakes to take such decisions as are necessary for the performance of the Professional Services without delay.

Client shall inspect the deliverables of Professional Services upon delivery or completion. Unless Client sends a quality claim within fourteen (14) days from delivery or completion, the delivery is considered accepted.

8. Advertising
360Visualizer may sell advertising space to the free version of the SaaS Services upon its discretion in whichever form it chooses. Client shall not attempt to hide, remove, obscure or otherwise tamper with the advertising elements or content of the SaaS Services.

9. Non-Disclosure
The Parties shall keep all information received from other Party which may be interpreted as confidential information strictly confidential. The Parties shall not disclose such information to any third parties without a prior written consent of the disclosing Party and are entitled to use such information only for purposes defined in Agreement and its annexes.
360Visualizer is always entitled to use Client’s name as a reference for marketing purposes.

10. Intellectual Property Rights (IPR)
For the Agreement term, 360Visualizer grants to Client a user right to the Services and to any data, databases and materials delivered to Client by way of or in relation to the Services as specified in the Agreement and these Conditions. Such user right does not include any transfer of rights of ownership or IPR. Based on its user right, the Client may use the materials in accordance with 360Visualizer’s instructions only and solely in direct relation to the Services. The title and rights to all IPR created in connection with the Services belong to 360Visualizer and/or to any third party (contracting party of 360Visualizer). Client may not modify, change or delete any watermarks, trademarks or other IPR marks attached into the Client Material in the Services, the Services or its deliverables. The Client may not reverse-engineer the Services or re-sell the Services, part of the Services or material derived from the Services without express agreement with 360Visualizer.

In case Client’s or any third party’s images, pictures or other material are attached into the SaaS Service (“Client Material”), such IPR shall belong to Client or any third party applicable. The Client grants, or causes third parties to grant, 360Visualizer a fully paid-up, perpetual, worldwide, non-exclusive, royalty-free license to use, modify and publicly perform individual images from such Client Material in marketing purposes and link to the Client Material in the Services from other internet pages or other media controlled by 360Visualizer or its partners. The licence includes a right to disclose such Client Material to 360Visualizer’s distributors and co-operation parties. Client is liable and undertakes to inform any third parties of the licence granted to 360Visualizer in accordance with these Conditions.
The Client shall ensure that Client Material in the SaaS Service does not include any trade secrets, confidential information, personal data, viruses or malware or violate any third-party rights, applicable legislation, good manners, current advertising code of ethics or established commercial practices. 360Visualizer may, without informing the Client in advance, remove any material included in the Services which 360Visualizer considers illegal or otherwise inappropriate. The Client must, at its cost, address any demands or claims presented against 360Visualizer about the Client Material not conforming to the provisions of this clause.

11. Data Security and Data Protection
Each Party is responsible for the data security of its own data system and communications network. Neither Party is responsible for the data security of the general communications network.
The Services may include functionalities allowing for the Client to monitor the behaviour of its end customers related to Services. Client is responsible for providing to its end customers understandable and complete information on how and for which purpose such monitoring functionalities are utilized and obtaining consents from end customers for the use of the functionalities where required.
By signing the Agreement, the Client grants to 360Visualizer a right to collect and process anonymous, statistical data about the use of 360Visualizer’s services. For the personal data of Client representatives 360Visualizer is a controller. The privacy policy of 360Visualizer can be found at https://www.visualizergroup.com/privacy-policy/.

12. Force Majeure
Neither of the Parties is liable for any delay or damage which is due to any cause, which is not within the reasonable control of the Party and which such Party is unable to foresee or prevent (force majeure).

13. Liability and Limitation of Liability
Neither of the Parties is liable for any indirect damage, unless such damage is due to gross negligence or wilful misconduct.
In case of defect in the Service, 360Visualizer’s liability is limited to remedy of the defect or re-performance of the Service. Failing to remedy or re-perform of the defect or in case 360Visualizer finds such remedy or re-performance unreasonable, 360Visualizer may compensate such defects with a monetary compensation equitable to the defect.

360Visualizer’s total liability for loss or damage caused to the Client is limited to the fees paid by the Client during the past 12 months based on the Agreement and under no circumstances exceeds the amount of 1,000 euros. Client is liable for all information and content disclosed to 360Visualizer, attached into the Service or otherwise provided to 360Visualizer and the Client shall indemnify 360Visualizer against all claims from third parties or officials for all fines, costs and damages (including reasonable investigating and legal costs) related to such claims due to (accused) violation of any IPR or confidentiality provisions or due to any illegal material.

14. Term and Termination of the Agreement
Unless otherwise agreed, an Agreement or Order valid for a fixed period of time shall automatically be prolonged to continue in full force after the end of the then current fixed period for one year at a time. Such Agreement or Order may be terminated by Client to expire at the end of the then current period by a written notice given at least three months before the end of each one-year period.
Monthly subscriptions shall automatically be prolonged to continue in full force after the end of the subscription period for a consecutive monthly subscription period. Such monthly subscription may be terminated by Client to expire at the end of the then current subscription period by a written notice given at least seven (7) days before the end of the then current subscription period.

An Agreement or Order concluded to be valid until termination may be terminated by Client by giving a written three months’ notice.
360Visualizer is entitled to terminate the Agreement with immediate effect, fully or partly, and/or stop performing the Service in case: 1) The Service has not been used for whatsoever reason for a period of thirty (30) days; 2) The contractual payments are overdue by more than thirty (30) days in annual contracts or seven (7) days in monthly subscriptions.

Either Party is entitled to terminate the Agreement with immediate effect, in case the other Party: 1) Is in bankruptcy or restructure proceeding or otherwise unable to perform its normal business and/or payment activities; 2) Has materially breached its contractual responsibilities and fails to remedy such breach within thirty (30) days after receiving such notice from the other Party.
In case Agreement is terminated by Client or due to Client’s act or omission, the pre-paid Service fees or fees related the delivery, opening, training, or start of the Service shall not be returned. In case some fees are returned after the contractual period, no interest is paid to any amount returned.

15. Assignment of Agreement
Client may not assign the Agreement to any third parties without a prior written consent of 360Visualizer. 360Visualizer is entitled to assign the Agreement to its Affiliates or to whom the business operations are transferred or assigned to upon a prior written notice to Client. 360Visualizer is also entitled to transfer all receivables under the Agreement to any third party.

16. Changes and Amendments into these Conditions
360Visualizer may amend and/or make any changes into these Conditions. A revised version of these Conditions shall be binding upon the Parties within one month after the new version has been informed to Client.

In case Client refuses to accept such new version within one month after the notice, the old version of Conditions shall be binding between the Parties until the end of the current contractual period.

17. Governing Law and Dispute Resolution
Agreement and all annexes are governed by and interpreted in accordance with Finnish law, excluding its choice of law provisions. In case the Parties are unable to solve any disputes by mutual negotiations, such disputes shall be decided in Helsinki District Court.