Article 1. Application of General Terms and Conditions

1.1. These General Terms and Conditions apply to all offers from and to all agreements with Poppr BV, established at Stapelplein 70/303, 9000 Ghent with company registration number BE 0810.005.725, hereinafter referred to as “Poppr”.

1.2. These General Terms and Conditions apply to all business transactions between Poppr and third parties. They take precedence over all other General Terms and Conditions of third parties such as partners, customers or suppliers. Unless otherwise and clearly defined, the third party waives his or her General Terms and Conditions, even if there are conflicting provisions stated on documents of the customer. By placing an order, the customer accepts the General Terms and Conditions of Poppr.

1.3. It is only possible to deviate from these General Terms and Conditions by means of explicit clauses in agreements with third parties.

1.4. Poppr reserves the right to amend these Terms and Conditions at any time and without notice.

1.5. In the event of conflicting provisions or interpretations, the Dutch text of these General Terms and Conditions will prevail over all other texts.

Article 2. Offers and quotations – order confirmation

2.1 Unless otherwise specified, quotations from Poppr are valid for one month from the date on which they are drawn up.

2.2 All prices mentioned are always exclusive of VAT.

2.3 All offers and price quotations, in whatever form, are always without obligation, unless explicitly stated to the contrary. Offers or quotations do not automatically apply to future orders. In the case of compound prices, there is no obligation to deliver a part against a corresponding part of the price stated for the whole.

2.4 Offers and quotations from Poppr take into account reasonable administrative and communication costs. However, costs such as international travel, accommodation, entry tickets or other such related costs are never included.

2.5 Execution deadlines mentioned in our offers are indicated by way of information and are not binding.

2.6 Poppr reserves the right to refuse to give a quotation for a project.

2.7 In view of the creative nature of the services and products supplied, the services and performances that Poppr offers and carries out are an obligation of means, not an obligation of results.

2.8. All quotations issued by Poppr are without obligation until the moment the customer accepts them.

The agreement is concluded when the customer returns the quotation unchanged within 30 days signed for approval by post or e-mail to Poppr, or gives its agreement by return e-mail to the quotation sent as an attachment to the e-mail. Each order or order confirmation by the customer commits the customer to the agreement. The agreement replaces all previously concluded verbal and/or written agreements. Execution of the order starts from receipt of the advance payment for new customers.

2.9. All changes in scope/functionalities during and/or after the project will be carried out on a time and expense basis at the then current[1] hourly rate, unless otherwise agreed.

Article 3. Order and work in progress

3.1. An order is final only upon receipt of a written confirmation (such as a “Purchase Order” or “PO”)[2] containing the customer’s order number and the reference of our quotation.

3.2. Poppr reserves the right in all circumstances to refuse an order on the basis of legal, ethical or moral values and without further justification, even if Poppr had previously submitted a quotation for it.

3.3. If the customer wishes to make a change to the order after the order has been placed, this will be considered as a Change Request. A Change Request will always result in an additional cost and a change in the delivery time. The Change Request will be considered as a separate order.

3.4. If the customer cancels the order for whatever reason, it is legally and without formal notice liable to pay Poppr compensation amounting to 25% of the order, plus all project costs already incurred (“time and materials”) with a minimum of 500 euros. Such cancellation can only be made by e-mail or registered letter.

3.5. Poppr reserves the right to cancel an order in progress on its own initiative at any time and without further compensation. In that case, Poppr will refund all sums paid to the customer.

3.6. At the start of the project, the project planning is submitted to the customer for approval. This includes the planning and all practical arrangements for the execution of the project, such as the responsibilities and tasks for both the customer and Poppr. If the project planning is not accepted, Poppr reserves the right to suspend the start or delivery of the project.

3.7. Poppr can ask the customer to make certain choices or decisions during the execution of a project. If the customer makes these late or fails to make them, Poppr can make them for the customer. They are then deemed to have been accepted by the customer. Poppr will not be held responsible or liable for damages to the customer in this regard.

3.8. Unless otherwise stated, a Poppr project includes one review per milestone by the customer after completion of the previous milestone. If, after approval, the customer wants changes or corrections, such as changes to a text, that could have been noticed during the review, Poppr can invoice these changes or corrections as extra costs (“time and materials”).

3.9. Poppr schedules people and resources in accordance with the approved project planning. If the customer does not provide its input or feedback at the agreed time, Poppr reserves the right to continue the project according to this schedule or to make unilateral adjustments to the schedule. All corrections, adjustments or costs resulting from late input or feedback from the customer can be charged to the customer as an extra cost (“time and materials”), with a minimum of 500 euros.

3.10. Poppr, its staff and its self-employed workers and any subcontractors undertake not to disclose or use any information relating to the customer of which they may become aware in the course of the performance of their duties without the express consent of the customer. Poppr takes all reasonable precautions to protect the interests of the customer. Without Poppr’s consent, the customer will not disclose to third parties Poppr’s approach, working method or quotation, or make its reporting available.

3.11. If the execution of a project is halted for a period of at least one month and for reasons beyond Poppr’s control, Poppr reserves the right to issue an additional interim invoice to the customer, in proportion to the services already provided and the costs incurred.

3.12. If the execution of a project is halted for a period of at least three months and for reasons beyond Poppr’s control, Poppr reserves the right to unilaterally cancel the order. In this case, the customer is not entitled to any compensation. If the delay is due to an action or to inactivity on the part of the customer, the customer will also owe Poppr, legally and without formal notice, compensation amounting to 10% of the order, plus all project costs already incurred (“time and materials”) and with a minimum of 750 euros.

Important: 360 photo and 360 video often require outdoor shots. There must also be a provision somewhere that in case of bad weather[3] , a shoot can be cancelled by both Poppr and the customer. In case of late cancellation by the customer, the additional work must be paid for at the hourly rate.

Article 4. Delivery

4.1 If the customer has not explicitly accepted the delivery within fourteen calendar days after delivery, it will be considered as definitively accepted. Any changes or corrections requested by the customer after the expiry of this period will be treated as a Change Request, which can be executed at hourly rate.

4.2 All complaints concerning delivery must be notified in writing to Poppr within fourteen calendar days of delivery. Failing this, the delivery will automatically be considered as accepted by the customer and any complaint will be automatically rejected.

4.3 If the creation includes an internet application, Poppr guarantees that it will function on recent versions of the following browsers: (a) Google Chrome, (b) Apple Safari, (c) Microsoft Edge, (d) Mozilla Firefox. Other versions or other browsers may work as well, but are not supported by Poppr as standard.

4.4 By placing an order, the customer acknowledges that it has been adequately informed by Poppr of the possibilities of the services or products provided. The conditions of use of Poppr’s creations will be respected by the customer. The customer is solely responsible for the proper use of the product, service or software, taking into account the specifications, documentation and instructions of Poppr.

4.5 All physical deliveries and all transport of material during the execution of a project take place at the risk and expense of the customer.

Article 5. Payment terms

5.1 Unless otherwise stated, all our invoices are payable thirty days after the invoice date.

5.2 Any complaints regarding delivery or performance cannot be used as a pretext for suspending or delaying the payment of our invoices. The unreserved payment of part of the invoiced amount is considered to be acceptance of that invoice.

5.3 Any late payment or non-payment will be regarded as a contractual breach in accordance with Section 1147 of the Civil Code. Non-payment or late payment of our invoices entitles Poppr legally and without formal notice to compensation of 8% of the invoice amount with a minimum of 75 euros. In addition, interest on arrears of 1% per month will be charged. Each month started will be considered as a whole month. Compensation and interest are due, regardless of any legal interest and costs.

5.4 Partial payments will be accepted by Poppr subject to all reservations and without any prejudicial acknowledgement. They will be allocated first to any legal costs incurred, then to any interest due, then to the flat-rate compensation and finally to the principal sum.

5.5 In the event of non-payment or late payment of our invoices, Poppr reserves the right to suspend or cancel any further work or deliveries to the customer. Any delay in payment by the customer makes all sums owed immediately due and payable. In that case, the customer may not use the creations made by Poppr. Poppr will not owe the customer any compensation or reimbursement in this regard.

5.6 For projects that, for whatever reason, are delivered more than six months after the date of order, Poppr reserves the right, without prior notice, to adjust the price of the offer in line with changes in exchange rates or inflation. For an exchange rate adjustment, account will be taken, on the one hand, of the value of the currency in which the tender was drawn up and, on the other, of the euro. For an index adjustment, the Belgian consumer price index will be taken into account.

5.7 Unless otherwise agreed, the total price of a project will be invoiced: (a) 50% at the start of the assignment, (b) 30% upon delivery of the first delivery for review, and (c) 20% upon final delivery. Poppr is entitled to invoice each partial delivery separately.

5.8. Delivery of the work carried out can only take place after payment of the agreed advance and/or interim invoices. Any transfer of the source code and intellectual property rights associated with the visual design of the website, virtual tour or web application can only take place after the customer has paid the full sum of the contract.

5.9. Projects put on hold by the customer do not give rise to suspension of payment.

5.10. Poppr is entitled to terminate the agreement with immediate effect and/or to block access to the services (e.g. 360 video, 360 photo, VR application, AR application, virtual tour, website, mobile application, etc.) in whole or in part and temporarily or permanently if the customer fails to fulfil one or more of his obligations under this agreement in whole or in part (such as non-payment of the invoice) without the customer being able to claim reimbursement of prepaid fees or any compensation.

Article 6. Purchase of hardware and software

6.1 The purchase of computer hardware, computer software, licences, subscriptions, fonts, graphic material, etc. is always undertaken in consultation with the customer and is charged to the customer. This can be a one-off or recurring cost.

Article 7. Liability – General

7.1. Poppr undertakes to provide all services with the utmost care. All of Poppr’s performances are obligations of means. Poppr is not liable for errors in execution due to insufficient or incorrect input by the customer. After the development of a website, virtual tour or web application and all related services, we provide a transparent transfer and installation. We also provide a warranty period of six weeks after test delivery, for the processing of technical bugs. The test delivery is considered as provisional acceptance by the customer. Without written notice to the contrary, this provisional acceptance will become final after six weeks.

7.2. Poppr cannot be held liable for any error (even gross error) on the part of its employees, except in the case of fraud. Whatever the cause, form or object of the claim invoking liability, Poppr will under no circumstances be liable for any consequential damages such as, for example, loss of expected profits, decrease in turnover, increased operating costs, loss of customers, which the customer or third parties would suffer as a result of any fault or negligence on the part of Poppr or an employee.

7.3. Poppr’s liability in respect of services provided to the customer is in any event limited to either reimbursement of the price paid by the customer or the re-performance of the services, at Poppr’s option. Poppr’s total liability will never exceed the price paid by the customer to Poppr for the services giving rise to the claim.

7.4. With regard to services provided by third-party suppliers, Poppr does not accept any liability over and above or beyond the liability that third-party suppliers are prepared to accept for their products or services.

7.5. Poppr cannot be held responsible for the use of photographs or fonts supplied or approved by the customer.

Article 8. Liability for software

8.1. Without prejudice to Article 7, the following applies to software: the flawless operation of a computer configuration (all of the hardware and software) can never be fully guaranteed, both due to external factors (power failure or malfunction, lightning strike, etc.) and due to factors specific to the computer configuration (defects, network failures, undiscovered errors in system and application software, etc.), so that, among other things, unexpected loss of (even all) programs and/or data can occur. The customer undertakes to put in place appropriate mechanisms for the security, storage and repair of data.

Article 9. Intellectual property rights

9.1. “Intellectual property rights” means: all intellectual, industrial and other property rights (whether registered or not), including, but not limited to, copyrights, attendant rights, trademarks, trade names, logos, designs, models or applications for registration as a design or model, patents, applications for patents, domain names, know-how as well as rights to databases, computer programs and semiconductors.

9.2. Poppr retains all intellectual rights to the creations it makes for the customer. The customer only acquires a right of use on the creations. The customer cannot claim any compensation whatsoever for not obtaining the intellectual property rights to the creations; unless otherwise agreed (Article 9.4)

9.3. If the customer itself provides graphic or typological material for the creations made by Poppr for it, Poppr will not obtain the intellectual property rights to that material. The customer warrants that the material in question is (a) free of rights, or (b) that it is the rightful owner of it, or (c) that it may lawfully use it.

The customer will indemnify Poppr against all liability towards third parties with regard to the material supplied, including any damage that may result from this. Under no circumstances can Poppr be held responsible for the abuse of intellectual property rights in respect of the material in question.

9.4. Any transfer of intellectual property rights will take place in mutual agreement with the client, and be the subject of a tailor-made agreement.

9.5. The customer will respect Poppr’s intellectual property rights at all times and will make reasonable efforts to protect those rights. The customer will inform Poppr immediately of any infringement by third parties of Poppr’s intellectual property rights of which it becomes aware.

Article 10. Hosting services

10.1. For hosting, Poppr works together with a specialised hosting partner. A description of the hosting services and the liability of this partner is included in the service level agreement (SLA) of this hosting partner. This SLA can be modified or changed by the hosting partner. At the customer’s request, Poppr will provide the customer with a copy of the current version of the SLA.

10.2. The hosting services are provided by Poppr to the customer on a calendar year basis, subject to payment by the customer of the fee due. The current price list can be requested on the Poppr website and is updated annually. If the customer wishes to terminate the service, it must do so by sending its notice to Poppr by registered letter by 1 December at the latest. In case of late termination, the customer will owe the fee for the next calendar year.

Article 11. Domain names

11.1. If the customer orders a domain name through Poppr, then the rights associated with this domain name belong exclusively to the customer. Poppr manages the domain name as an agent to the extent that the customer pays the annual fee due to Poppr for this purpose. This management agreement is of indefinite duration and can be terminated by registered letter at the latest one month before the anniversary of the domain name registration.

Article 12. Maintenance contract

12.1. After the contractual warranty period of six weeks, we continue to work under a maintenance contract/service contract. Such a maintenance contract allows us to reserve a fixed number of hours in the planning in order to provide modifications and support at a fixed cost. The contract is valid for one year, unless otherwise agreed.

Article 13. Termination of the agreement

13.1. If the customer is guilty of a serious breach of contract that the customer does not remedy within eight days of receipt of formal notice sent by registered mail, Poppr has the right to either (i) suspend the contract until the customer has fulfilled its obligations, or (ii) terminate the contract with immediate effect. The non-payment of one or more invoices on their due date will always be considered as a serious breach of contract.

13.2. Upon termination of the agreement, the customer will pay for all services provided by Poppr, as well as the costs incurred by Poppr as a result of such termination, plus a flat-rate compensation of 30% of the amount that Poppr could still have invoiced to the customer if the contract had been performed in full. In any event, any advance paid will remain acquired by Poppr. Moreover, Poppr retains the right to claim higher damages if it determines that its actual loss exceeds the flat-rate loss as determined above.

Article 14. Confidentiality clause

Each of the parties undertakes not to disseminate or communicate, not to have disseminated or communicated, not to use directly or indirectly the confidential data, intelligence, information applications, methods and know-how as well as any kind of document of which it became aware during the execution of the contract, unless the other party has given its prior written consent. The obligation of confidentiality provided for in this Article applies for as long as the information in question is of a confidential nature, including after termination of the contract.

Article 15. Processing of personal data

15.1. Insofar as the customer processes personal data on the Poppr server, Poppr has the capacity of processor. The customer is responsible for the processing of personal data within the meaning of the Law of 8 December 1992 on the protection of privacy with regard to the processing of personal data. The customer declares that it complies fully with the obligations incumbent on the data controller as set out in this Law.

15.2. Within the framework of the services for the customer, Poppr processes personal data of the contact persons specified by the customer. The contact details of these persons are processed for the purposes of “customer management”, i.e. to contact the customer with regard to the services. The contact persons have a right of access and correction with regard to their data.

Article 16. Reference

16.1. The customer agrees that the work carried out by Poppr for the customer will be included in Poppr’s reference portfolio.

If Poppr or the customer sends out press releases about a project they have created together, they will first send this release to each other for review, before sending it to the press. Press releases should always contain the customer’s name and Poppr’s name.

Poppr and the customer will also do this in consultation with each other when submitting a project for an award.

Article 17. Force majeure

17.1. Force majeure situations such as strikes, public unrest, administrative measures and other unforeseen events beyond Poppr’s control relieve Poppr, for the duration and scope of the nuisance, of its commitments, without any right to price reductions or damages for the customer.

Article 18. Nullity

18.1. If any provision of these General Terms and Conditions is null and void, the remaining provisions will remain in full force and Poppr and the customer will replace the null and void provision with another provision that comes as close as possible to the purpose and intent of the null and void provision.

Article 19. Applicable law – competent court

19.1. Agreements between Poppr and its customers are governed by Belgian law. In the event of a dispute regarding the conclusion, validity, execution and/or termination of this agreement, the courts of Ghent (Belgium) will have exclusive jurisdiction.