Terms & conditions

1.1. These Terms & Conditions (hereinafter “T&Cs” ) define the rights and obligations of the Parties and govern any Order Form and any use of the Application. These general conditions of sale apply without restriction or reservation to all the services offered by Nodalview.

The T&Cs are concluded between, on the one hand, Nodalview SA, whose registered office is located at 1050 Brussels, Avenue Louise 523, registered under number 0823015207, represented by Mr. Thomas Lepelaars in his capacity as Managing Director , and on the other hand, the natural or legal person (hereinafter “the Customer”), acting as a professional and wishing to place an order.

Hereinafter referred to collectively as "the Parties".

1.2. The signing or confirmation of an Order Form or the creation of an account on the Application constitutes full acceptance by the Customer of these general conditions of sale, as well as the special conditions and prices indicated on the Order Form. control.

1.3 Use of the Service indicates your acceptance of these Terms and all policies and guidelines that Nodalview incorporates into the T&Cs. If you do not agree to these terms, you may not use the Application.

1.4 Nodalview reserves the right to modify these T&Cs at any time and at its own discretion. The general conditions of sale are those in force on the date of validation of the order.

- Subscription: refers to the Recurring Contract, consisting of the Order Form and the T&C, giving the right to use the Application with the limits as indicated on the Order Form.

- Application: refers to the software published by Nodalview available in web, Ios and Android version.

- Order form: means any document, any interface through which the Customer chooses the Equipment and/or the Subscription and/or the Pack and/or the Credits that he orders and describing in particular the terms and conditions.

- T&C: refers to these Terms & Conditions.

- Customer: designates the natural or legal person, acting as a professional, indicated as Customer on the Order Form.

- Customer Content: data, photos, information or material provided or submitted by the Customer, whether through the Application or otherwise.

- Hosted Content: designates the Client Content which is transformed, modified and/or improved by the Application and stored on a digital server accessible via the Internet. Hosting and technical support services are necessary for the proper functioning of the Nodalview services and are not optional.

- Contract: refers to the agreement concluded between the Customer and Nodalview when issuing the Purchase Order and the acceptance of the T&C by the customer. The contract takes effect on the date the order is placed by the Customer.

- Credits: designates a predefined and prepaid quantity of use made available to the customer giving access to the application as indicated in the Order Form.

- Expiry: designates the end date of the invoicing period as indicated in the Purchase Order.

- Hardware: refers to any physical product offered for sale by Nodalview.

- Means of payment: refers to any medium or technique accepted by Nodalview and allowing the Customer to make the Payment.

- Payment: refers to partial or total payment, as indicated in the Purchase Order and all other invoices, published by Nodalview and made by the Customer

- Pack: designates the whole of a Subscription and/or the Equipment and/or the Credits, as indicated on the Order Form.

- Parties: means Nodalview and the Client acting as a professional.

3.1 Price

3.1.1. The Customer is liable for the price set in the Order Form and applicable taxes. The rates in force are excluding taxes, Nodalview reserves the right to apply any new tax and rate increase. The prices indicated are expressed in Euros, except in the case of a different currency explicitly mentioned on the order form.

3.1.2. Nodalview reserves the right to adjust prices periodically or during a new Subscription period in the event of an increase in its operational costs and/or the addition/improvement of the Application's functionalities. Nodalview will notify the Customer one (1) month before the relevant expiry date of the Subscription that, unless otherwise notified by him regarding the adjustment, the Subscription will be renewed with an adjusted price from the relevant expiry date.

3.2 Methods of payment

3.2.1. Full Payment is made by the Customer immediately after signing or confirming the Order Form, unless otherwise specified in the Order Form.

3.2.2. Unless other payment instruction provided by Nodalview, Payment is made through the online payment system used by Nodalview. Checks and cash are not accepted. The Customer also authorizes Nodalview to use third party services for payment processing and to transmit its payment information to said third party.

3.2.3 All means of payment registered by the Customer may be used to recover unpaid invoices.

3.2.4. In the event of a Subscription and/or Pack, the Customer accepts a recurring direct debit at each expiry of the Subscription, and, by tacit agreement, at each new expiry.

3.2.5. The Customer agrees to consult the invoices electronically or on the web application made available when subscribing to the Subscription. Invoices are directly accessible on the web application via the administrator's account. The customer can also make a written request to Nodalview's customer service in order to obtain an invoice.

3.3. Disputed invoices

3.3.1 Any dispute relating to an invoice must, under penalty of forfeiture, reach Nodalview by e-mail within ten (10) days of notification of the invoice. After this period, the invoice will be considered as irrevocably accepted by the Customer.

3.4. Default of payment

3.4.1. In the absence of payment within eight (8) days of the due date, Nodalview shall be entitled to suspend access to the Application as well as to the Content hosted by Nodalview. Nodalview will also notify the customer of the unpaid invoice, without this first notification incurring additional costs. Following this first notification, the Customer will still have until the moment described in 3.4.2. to pay the invoice without incurring additional costs.

3.4.2. In the event of non-payment within thirty (30) days of the due date, the remaining balance due will automatically become payable with late payment interest of 10% annually, as well as a lump sum indemnity of 10% of the amount due, with a minimum of EUR 100.00. Late payment interest and the lump sum indemnity will be due automatically and without the need for prior formal notice. 3.4.3. In the event of non-payment after thirty (30) days from the due date, Nodalview reserves the right to unilaterally and automatically terminate the Contract and to delete a Client's Hosted Content. The Customer cannot claim any compensation, in particular following the loss of his data on his personal account, in the event of non-payment.

3.4.4. The costs of collection, summons, recovery and any other damage that may be due will be borne by the Customer in addition to the compensation and interest referred to above. In the event of default or failure to pay, Nodalview reserves the right to charge administrative fees to the Customer of at least €15 in addition to the original invoice.

3.4.5. Nodalview reserves the right to adjust any deadlines and fees described in sections 3.4.1. to 3.4.4. included, if necessary to comply with local regulations.

4.1 Delivery of Materials

4.1.1. Except in cases of force majeure or a shortage of stock indicated when ordering, the Material is shipped to the address indicated on the Order Form within eight (8) days from Payment, it being understood that each period of delivery is given as an indication and may be extended in particular according to the type of delivery chosen by the Customer. Any delays do not entitle the Customer to cancel the order and/or to claim damages.

In the event of a stock shortage, the Customer will be informed before or after placing the order. An alternative or a refund will be offered depending on availability. The Customer will have the option of confirming his order or canceling it.

Any delays in delivery do not automatically entitle the Customer to cancel the order or to claim damages. However, in the event of an excessive delay in delivery compared to the initial deadline, the Customer may have the right to cancel the order. The period considered as excessive delay will be defined as a delay of more than 20 days in relation to the initial delivery period.

4.1.2. Any dispute or complaint about the Material delivered must, under penalty of forfeiture, reach Nodalview by e- mail within seven (7) days of receipt of the Material, failing which the Material will be deemed to comply with the order. and free from visible defects, without prejudice to the guarantee provided for in article 5.

4.1.3. Customs fees and/or taxes on imports will be the responsibility of the customer.

4.2. Access to the Application and Hosted Content

4.2.1. Access to the Application is provided within twenty-four (24) hours of Payment.

4.2.2. Access to the Application and the Hosted Content will be continuous throughout the duration of the contract, except in cases of force majeure (eg: network saturation, virus, power cut, etc.), it being understood that the continuity of the service constitutes, on the part of Nodalview, an obligation of means. Nodalview cannot under any circumstances be held liable for any damage whatsoever that the Customer may suffer as a result of the interruption or suspension of access to the Application and/or the Hosted Content.

4.2.3. Nodalview also reserves the right to temporarily suspend access to the Application and/or the Hosted Content due to maintenance, without the Customer being able to claim compensation of any kind whatsoever. To limit the inconveniences related to this suspension, prior to the suspension, Nodalview will notify the Customer as far as possible of the date and time of the maintenance.

4.2.4. Nodalview reserves the right to suspend access to the Application as well as to the Hosted Content pursuant to Articles 3.4. above .

4.2.5. Nodalview reserves the right to make, at its sole discretion, material or non-material modifications and/or updates to the functionalities of the Application and to modify, supplement or amend the T&Cs from time to time. Nodalview will notify the Customer of material changes (i.e. changes that materially affect the essential functionalities of the Application) by e-mail or by notification on the Application. These modifications will become effective thirty (30) calendar days after written notification by Nodalview to the Client. If Nodalview materially reduces the basic functionality of the Application, Customer has the right to terminate the Agreement in accordance with Article 10. If Customer has not notified Nodalview of such termination within thirty (30) days above-mentioned calendars, the Customer irrevocably and unconditionally accepts these changes and will no longer have the right to terminate this Agreement.

5.1. Equipment stamped with the Nodalview logo is guaranteed for six (6) months from the date of delivery of the Equipment. Any claim under the warranty must be made in writing within six (6) months of the date of delivery of the Equipment. After this period, no claim will be accepted.

The warranty only covers design or manufacturing defects that render the Equipment unsuitable for the use for which it is intended.

The warranty is limited to the value of purchase by the Customer of the Hardware, Nodalview reserves the right either to exchange the defective Hardware for an equivalent in good working order, or to repair it to make it conform to the specifications and fit for the intended use, or to refund (in part) to the Customer the price paid.

No other costs, in particular transport costs, and no other compensation may be charged to Nodalview. Interventions under the warranty cannot have the effect of extending the duration of the latter.

5.2. Material produced by a third party and resold by Nodalview is under the manufacturer's warranty, Nodalview cannot be held responsible for defects or damage not covered by the manufacturer's warranty.

5.3. Nodalview cannot, except in cases of fraud or gross negligence on its part, in any way be held liable for problems or damages of any nature whatsoever, which may result from improper use of the products or from negligence by the client.

5.4. The Customer guarantees that the Customer Content provided will be accurate and truthful and that it (i) does not infringe the intellectual property rights of third parties; (ii) does not misappropriate a trade secret; (iii) is not misleading, defamatory, obscene, pornographic or illegal; (iv) does not contain viruses, whether or not intended to damage the Application; or (v) does not infringe the rights of third parties in any way. Any use of the Application in violation of these representations and warranties by Customer constitutes unauthorized and improper use of the Application.

5.5. Except as expressly provided in these T&Cs and to the extent permitted by applicable law, Nodalview expressly disclaims all warranties with respect to the Application, express or implied, including, but not limited to, any warranties of merchantability, infringement, satisfactory quality and fitness for a particular use of the services, except that Nodalview guarantees that the Application, to its knowledge, will not contain viruses and will not infringe intellectual property rights of third parties. In particular, Nodalview does not guarantee that the Application is error- free or that the use and/or operation of the Application will be secure or uninterrupted, that Nodalview will detect any fault in the Nodalview's systems or that any problem relating to the Application can be resolved and hereby disclaims any liability in this regard. The Application will be provided by Nodalview under these T&Cs on an "as is " basis.

6.1. Nodalview's cannot be held liable in the event of the occurrence of an event beyond its will and control ( "Force Majeure" ), it being understood that the following cases will in particular constitute Force Majeure, but are not limited to to these: network saturation, viruses, power cuts, strikes, lockouts, floods, fires, lightning, explosions, collapses, any act or negligence of a person or entity beyond the reasonable power of control of Nodalview.

6.2. If Nodalview invokes a case of Force Majeure, Nodalview shall be entitled to suspend or limit access to the Application and/or the Hosted Content, without the Customer being able to claim any compensation.

6.3. If Nodalview invokes such a case of Force Majeure, Nodalview is required to make every effort to limit its duration to the strict minimum and to inform the Customer in a reasonable manner of the possible impacts on the service.

6.4. If these events or circumstances of Force Majeure continue for more than three (3) months, each Party may terminate the contract as of right by registered letter without any compensation being due.

6.5. Customer acknowledges and agrees that Force Majeure may cause delays, interruptions or disruptions in the provision of services by Nodalview. The Customer waives any claim or demand for damages in this regard, to the extent permitted by law.

6.6. In the event of the occurrence of a case of Force Majeure, the Parties shall endeavor to keep each other regularly informed of the developments and the measures taken to mitigate the effects of the Force Majeure.

7.1. The Customer undertakes to provide Nodalview with all the information necessary to ensure the correct execution of the order, including the Customer's commitment to keep his means of payment up to date and to notify any change of relevant information. .

The Client warrants that all information provided to Nodalview is accurate, complete and up-to-date, and agrees to immediately notify Nodalview of any changes to such information. The Client is solely responsible for the accuracy and legality of the information provided to Nodalview.

7.2. It is the Customer's responsibility to check, prior to ordering, the compatibility of their device (smartphone, 360 camera, DLSR, drone, etc.) with the Nodalview Application. A compatibility list is available on the Nodalview website at www.nodalview.com .

7.3. In the event that the Subscription and/or the Material and/or the Pack and/or the Credits allow the use of the Application by several users, the Customer undertakes that all its users adhere to these Terms & Conditions.

7.4. The Customer agrees not to give access to his personal account to unauthorized users, third parties to his company or to a number of users greater than that defined on his Order form, or to use the Service outside the framework of its own activities. The Customer is responsible for the security of his account and the use made of it.

7.5. If the Customer wishes to set up photography and/or virtual tour services on behalf of third parties, he will ensure that he contacts Nodalview beforehand to agree on an appropriate tariff formula. Under no circumstances may the Subscription be chosen by the Customer for a photography and/or virtual visit service on behalf of third parties without the prior consent of Nodalview.

8.1 The Customer declares to have obtained all the necessary rights and authorizations allowing him to host the photographs in the Application and to distribute them.

8.2. Except with the consent of the persons concerned, the Customer undertakes to hide or blur, in particular with computer tools made available to him by Nodalview, the parts of the photographs containing any information relating to an identified or identifiable natural person.

8.3. Accordingly, Nodalview cannot be held liable for Customer Content and/or Hosted Content; the Customer guarantees Nodalview against any action, complaint, allegation, claim or opposition on the part of any person invoking a right, in particular of protection of privacy, copyright, or an act of unfair competition, on all or part Customer Content and/or Hosted Content (“The Guaranteed Elements”).

8.4. The Client undertakes to bear all costs of any kind, including attorney's fees, incurred by Nodalview as well as any convictions and/or settlement agreement and damages pronounced against him, and to indemnify him for all damages suffered. This guarantee will remain in force after the termination of the contract, whatever the cause, and this for a period equal to the period of legal protection of the rights to the Guaranteed Elements.

8.5. In the event of dissemination by the Client of Client Content and/or Hosted Content contrary to public order or morality, or in the event of receipt of a complaint from a third party, Nodalview reserves the right to immediately stop their dissemination.

In addition, Nodalview reserves the right to suspend or terminate the contract at the fault of the Customer.

9.1. Nodalview processes the Client's personal data in accordance with its Privacy Policy and Cookies Policy, available at the following links: https://public.nodalview.com/en/privacy-policy . https://public.nodalview.com/en/cookie-policy .

10.1. Start of the contract

The Contract takes effect from the receipt of the order by Nodalview, thus implying the acceptance of the Terms & Conditions.

10.2. End of the contract

10.2.1. Credits

In the case of “Credits”, the contract automatically terminates upon the expiry of a period of one (1) year from the Client's last connection to his personal account. In this case, even if all the units have not been consumed, these will be considered lost.

10.2.2. Subscription

In the case of a Subscription, the contract ends as of the next due date following the termination notified by the Customer, except contractual commitment defined during the order.

The Contract will be tacitly renewed on expiry for the same period unless notice is given by either Party. In the event of termination by the Client, the termination will only be taken into account when the Client has completed the steps communicated by Nodalview following the termination request.

In the event of early termination of the Contract by the Customer, the Customer will pay all amounts due for the remainder of the current contract term and/or the amounts of invoices that have come due. In case of prepayment, early termination will not give rise to a refund.

In the event that the customer is leasing any Hardware, the subscription will only end after receipt of the Hardware by Nodalview. The subscription of the customer with leased Hardware will therefore remain active until receipt of the equipment. Invoices issued during this period are by definition irrevocably due.

10.2.3. To the extent permitted by law and subject to notice by one Party to the other, the contract shall automatically terminate when either Party ceases its activities, becomes insolvent or bankrupt, is dissolved or suffers a similar procedure.

10.2.4. As of the date of termination, Customer's Hosted Content will no longer be active immediately. Nodalview undertakes to destroy the Hosted Content and/or Customer Content at the Customer's request within a period of one (1) year.

10.2.5 However, the customer will always have the possibility of accessing his invoices or requesting them after having terminated his Contract.

11.1 The Customer's photographs and visual content can be exported from their personal space on the Nodalview site, to a storage space of their choice. All other improvements and/or enhancements and/or media cannot be exported from the personal space.

11.2. In the event of export outside the Nodalview servers, it is important to note that any subsequent synchronization between the Content hosted on the Nodalview servers and the downloaded content becomes technically impossible on the part of Nodalview. Therefore, the synchronization and management of exported content is entirely the Customer's responsibility.

12.1. In case of violation by the Client of one of his contractual obligations, and after notification of a formal notice which has remained unsuccessful, Nodalview reserves the right to suspend its services or to terminate the contract at the fault of the Client. In such cases, the Customer may not claim any reimbursement or compensation, including with regard to the loss of its Customer Content and/or Hosted Content.

12.2. In the event of termination of the Contract due to the Customer's non-compliance with his obligations, the amounts referred to in Article 3.4. will apply and will be increased by administrative costs and compensation for any loss, damage, costs and expenses incurred by Nodalview due to the fault of the Customer or its employees, including but not limited to attorneys' fees and reasonable legal costs.

13.1. Nodalview remains the sole owner of all intellectual property rights relating to the Application and/or the Hosted Content. Nodalview cannot be held responsible for the Customer Content and/or the Hosted Content in the event of infringement of any intellectual property right of third parties. The Customer is required to indemnify Nodalview for any damage resulting from such infringements in accordance with article 8.4. The Customer, if applicable, will be held responsible for the right of the Customer Content that he has transferred to the Nodalview Application. The Customer cannot claim any intellectual property rights related to the Application and/or the Hosted Content and does not obtain any rights other than those explicitly specified in the Contract. Customer Content uploaded to the Application remains the property of the Customer who posted it, except for modifications made to such Customer Content using the tools.

13.2. Unless otherwise stated in the Order Form, Nodalview grants to the Customer, and if applicable, to the authorized users, for the duration and according to the pricing conditions stipulated in the Order Form, a personal, limited, revocable, non-exclusive, non-transferable license of use of the Application and the Hosted Content for its own commercial purposes.

13.3. Customer is not permitted to use the Application or Hosted Content in any manner not authorized by Nodalview. To the extent permitted by applicable law and unless otherwise agreed, Customer may not (i) make the Application or Hosted Content available or sell or rent the Application or Hosted Content to Third Parties unless expressly agreed from Nodalview; (ii) adapt, alter, translate or otherwise modify the Application; (iii) sublicense, rent, lend, distribute or otherwise transfer the Application to Third Parties; (iv) decompile, reverse engineer, disassemble or otherwise derive or determine or attempt to derive or determine the source code (or underlying ideas, algorithms, structure or organization) of the Application, except and only to the extent that a such activity is expressly authorized by applicable law notwithstanding this limitation; (v) alter, remove or obscure any copyright notices, digital watermarks, proprietary legends or other notices included in the Application or Hosted Content; (vi) intentionally distribute any virus or other material of a destructive or deceptive nature or use the Application for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (vii) remove or otherwise circumvent any technical or other protective measure in the Application or Hosted Content.

13.4. Customer grants Nodalview, for the term of the Agreement, a non-exclusive, royalty-free, transferable, assignable, and sublicensable license to use, copy, store, transmit, and display Customer Content as necessary to perform its obligations under this Agreement, in particular to provide and maintain the Services. Nodalview may copy and back up Customer Content as necessary to perform its obligations under this Agreement. Customer also grants Nodalview, for the term of the Agreement, a non-exclusive, royalty-free, transferable, assignable, and sublicensable license to compile and use Customer Content strictly for the purpose of research, develop, improve or support The Application provided by Nodalview and the tools, programs, algorithms and generalized benchmarks, provided that such data is used in an anonymous or aggregated form where none of this information could directly identify or would reasonably be used to identify the Customer or other data subjects contained in such data.

14.1. Nodalview cannot under any circumstances be held liable for damage deemed indirect, such as, without this list being exhaustive, loss of data, financial or commercial prejudice, loss of profits, increase in overheads, disruption of planning. Nodalview's liability is expressly limited to direct and foreseeable damages resulting directly from the defective execution of the Contract.

14.2. Under no circumstances can Nodalview be held liable for any damage resulting from the Customer's failure to comply with his contractual obligations.

14.3. If any appeal proves to be justified by virtue of a judicial decision having acquired the force of res judicata and could be exercised against Nodalview, the liability of Nodalview would be limited to the amount of the Subscription or the Pack as defined in the Voucher of order subscribed and paid by the Customer.

14.4. The Client acknowledges that the limitations of liability set out in the Agreement are reasonable given the nature of the services provided by Nodalview, including the need for Nodalview to protect against excessive financial risk.

15.1. Null or non-respected provisions

15.1.1. The non-exercise of its rights by one of the Parties under the Contract will in no way be considered as a waiver to avail itself of them, nor as a limitation or obligation of the said Party.

15.1.2. The nullity of one of the clauses of the Contract or of the special agreements concluded with the Client does not entail the nullity of the other clauses. The Parties shall endeavor to replace the void clause with a valid provision which corresponds as closely as possible to the spirit and object of the Contract.

15.2. Election of domicile

15.2.1. For the purpose of executing the contract, the Customer elects domicile at the address indicated on the Order Form.

15.2.2. Nodalview elects, meanwhile, domicile at the address of its head office.

15.3. Notifications

All notifications can validly be made by electronic mail ( e-mail ). The Customer's email is the one mentioned on the Order Form, Nodalview's email is wecare@nodalview.com

15.4. Subcontracting

Nodalview reserves the right to use subcontractors for the performance of its obligations arising hereunder.

15.5. Independence of the Parties

Nothing herein shall be deemed to give rise to the establishment of a partnership or association between the Parties.

The Contract is governed by Belgian law. Any dispute relating to this which cannot be resolved amicably will be settled exclusively by the Courts and Tribunals of the judicial district of the registered office of Nodalview.

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