Terms and Conditions of Supply

Introduction

The below general Terms and Conditions are the fundamental basis on which all our customer relationships are managed. If you have arranged a separate agreement with us with varying terms, that agreement will take priority. For clarification please contact info@scandipik.com

1. Definitions

These general terms and conditions for scandipik products (the “General Terms”) shall apply to all orders of products and any materials relating to the products provided by scandipik to the Customer. These general terms constitute an integral part of the agreement between scandipik and the customer.
Unless the context clearly specifies or requires otherwise, the following terms and expressions shall have the meanings assigned to them below.
- “Agreement” shall mean the agreement between scandipik and the customer consisting of the customer’s order, scandipik’s order confirmation, these general terms and any other documentation referred to as being part of the agreement.
- “business day” shall mean 8.30am to 5.30pm (Melbourne time) on any weekday on which banks are open for trading in Melbourne.
- “Customer” shall mean the company ordering a product from scandipik.
- “scandipik” shall mean scandipik Pty Ltd, ACN 635 728 399 of 54 Billanook way, Chirnside Park, Victoria.
- “Products” shall mean the products (including any software products) in scandipik’s service range, available at www.scandipik.com, such as 2D Floorpik, 3D Floorpik, 3D Renderpik, Virtualpik, Panopik, Professional Photo Services, Video and Social Video as ordered by the Customer using the Online Ordering System.
- “Result” shall mean any intellectual property rights which are generated by the use of the products provided by scandipik, including but not limited to trade marks, design, copyright and patents.
- “Software Products” shall mean those Products which are based on a software solution provided by scandipik such as Virtual Tours Creator or other similar software based product provided by scandipik.
- “Specification” shall mean the Product specification in the order system.
- “User Content” shall mean the content provided by the customer to scandipik for use in relation to the ordered Products.
- “Online Ordering System” shall mean scandipik’s online ordering system and/or any delivery/CRM/listing or other system that is connected to scandipik’s ordering platform such as Ubookr.

2. Order

The Customer shall place its order with scandipik via the Online Ordering System. An order is binding once it has been confirmed by scandipik. The Customer has no right to cancel any order which has been confirmed by scandipik, except as set forth in these General Terms.
scandipik shall deliver the Product(s) in accordance with the Specification applicable for the ordered Product(s).
When the Customer places an order with scandipik, whether by scandipik's online ordering platform, or through any other means, the Customer accepts these terms and conditions completely
When placing an order with scandipik, the Customer is placing an order for service and limited usage of supplied marketing materials, not for a product or ownership or rights over any products supplied by scandipik.

3. Changes

scandipik reserves the right to make changes to the Products, agreed time schedule and prices, subject to scandipik providing the Customer with at least thirty (30) days prior written notice thereof. In case the Customer does not accept such change, the Customer is entitled to cancel a placed order which will be affected by the change, by notifying scandipik in writing thereof no later than the day the change would come into effect.
If the Customer requests variations to the agreed Products and such variations require additional work by scandipik, the Customer shall reimburse scandipik for any costs, expenses or charges incurred by such work as agreed between the parties prior to the work commencing, subject to the acceptance of the agreed amount being confirmed in writing by the Customer or on of it’s representatives.

4. Delivery

scandipik undertakes to deliver the Product(s) on the terms set out in scandipik’s order confirmation, or, in case the delivery terms for the relevant Product are set out in Appendix 1, in accordance with the delivery times for the Product(s) set out in Appendix 1, or as otherwise agreed by the parties in writing.

5. Specific provisions for floorpiks

The delivery times set out in Appendix 1 for floorpiks only apply if the complete and clear materials are received by scandipik in accordance with section 5(b).
The Customer is responsible for providing scandipik, together with a placed order, a clear sketch of the property, which contains the information specified in the Online Ordering System to convert this into a floorpik.

6. Specific terms for photos

scandipik cannot guarantee the availability of photographers within a requested region. The Customer may request a photographer from another region than the region allocated and if this is to be provided then it is subject to the payment by the Customer of a fee consisting of the photographer’s reasonable travel expenses, as notified to the Customer prior to those expenses being incurred.
scandipik reserves the right to charge a cancellation fee as set out in Appendix 2 if:
- Less than 12 hours before the appointed time, the Customer cancels, postpones or delays any agreed photo session, or
- scandipik is unable to perform an ordered photo session due to an inability to access the property and/or building specified by the Customer (other than due to the negligence or lack of diligent and genuine effort by scandipik or the photographer).
If Customer wishes to cancel a booked photo session, then it may do so by the following means (subject always to clause 6(b)):
- up to 24 hours before the booked photo session via the Online Ordering System; or
- by telephone or e-mail to scandipik Australia on business days from 8.30 a.m. to 5.30 p.m. Monday-Friday, (Melbourne Time).
If there is a delay in delivery of the ordered photo session due to factors beyond the control of scandipik or scandipik’s photographer (e.g. due to severe weather conditions or illness of the photographer) then, without any price reduction, the parties will agree to reschedule the photo session to the earliest convenience of both parties (acting reasonably) and scandipik shall have no other liability in relation to the delay of the initial photo session. In such circumstances, scandipik will endeavour to provide as much notice as reasonably possible to the Customer. scandipik shall not be liable for any loss or damage suffered by the Customer arising from such postponement

7. Corrections

scandipik only offers corrections, modifications or changes of Products as set forth below.
Any requests for corrections, modifications or changes of floorpiks or photos need to be submitted in writing to info@scandipik.com, clearly noting job number and clearly defined explanation of required changes.
scandipik aims to deliver corrections, modifications or changes, requested in accordance with this clause 7, in accordance with Appendix 1.
scandipik may charge a fee for any correction, modification or change made by the Customer in accordance with Appendix 2 (Correction & Retouch Charges) and otherwise as set forth in section 3(b) of these General Terms and Conditions.

8. The customer’s undertaking

The Customer shall be solely responsible for its own User Content, and any consequences of uploading, posting or publishing such content.
The Customer warrants and represents that the Customer has the necessary licenses, rights, consents and permissions to use and to authorize scandipik to use all patent, trade mark, trade secret, copyright or other proprietary rights in and to any and all User Content for the delivery of the Products to the Customer.
The Customer shall make any information or documentation available to scandipik as instructed in the Online Ordering System during the process of placing an order and shall ensure that the information provided is correct.
The Customer undertakes to ensure to download or produce a back-up copy locally (on their own device) of any floorpiks or photos delivered by scandipik. scandipik shall not be responsible for providing any replacements of floorpiks or photos for a period longer than six (6) months from the first delivery date.
scandipik shall not be liable for defects or delays caused by the Customer’s failure to comply with its obligations under these General Terms and in particular due to a failure to provide necessary information for the delivery of the Products or failure to provide correct information by the specified times.
When handling keys for accessing properties, our photographers will take every precaution to ensure key security. Photographers will sign keys out in office Key Registers, and ask they be signed back in when they are returned. If the Photographer is asked to collect or leave keys on site, or with a party that does not have the ability to sign for collection/receipt, the Client takes full responsibility for key security, having requested the scenario in question.
Whilst the Photographer, when attending a site in which the Photographer has been requested to make secure upon vacating, will at all times attempt to secure the property, the Customer assumes all responsibility for the security of any property associated with said order placed by that Customer.

9. No warranties

Subject to clause 13, the Products are provided “as is” except as expressly provided in these General Terms

10. Specific terms re software products

Unless the parties have agreed otherwise, the Customer is granted a non-exclusive right for the term of this Agreement to use the Software Products in its own business only for the purpose of marketing, selling or renting real estate. The Customer may allow contractors to use the Software Products on its behalf on the same terms as are set out herein and the Customer remains liable for the acts or omissions of those contractors.
The Customer may not copy, alter or reverse engineer software or related documentation that is included in the Software Products, or attempt to do so or assist others to do so, and shall follow any reasonable written instructions provided by scandipik from time to time for the use of the Software Products.
The Customer may not alter, remove or otherwise edit any statements contained within the Software Products to the effect that the intellectual property rights in the Software Products are owned by scandipik or a related body corporate of scandipik.
scandipik may, without prior notice, make changes to the Software Products, the method of providing the Software Products or implement the updates or new versions provided by scandipik (including any Software Products provided by scandipik’s licensor) in the Software Products provided such change does not materially denigrate the functionality of the Software Products. Where possible, scandipik will provide reasonable prior notice of such change to the Customer.
In circumstances where scandipik makes a major update resulting in a new version/platform of the Software Product and the Customer still has a live project on the older version, the Customer will be offered to upgrade to the new platform for a discounted price. Should the Customer decide to remain on the older platform, scandipik will stop supporting the older version six (6) months after written notice of the intended cessation of support has been provided to the Customer. After this period scandipik cannot guarantee the functionality of the older version of the Software Product.
Access to the Software Products may require that the Customer is complying with certain minimum requirements relating to software and hardware which will be stated in the Online Ordering System from time to time. It is the Customer’s responsibility to ensure that the Customer has the required software or hardware.
This section 10 shall apply exclusively to the Software Products.

11. Prices and payment

The prices for the Products payable by the Customer are as set out in scandipik’s current price list as at the date an order is placed, unless the Customer and scandipik have entered into a separate agreement thereon.
All prices set out in this Agreement are inclusive of all fees and taxes, including goods and services tax (GST) and like taxes incurred in connection with the Products.
scandipik may appoint a third party to invoice customers on behalf of scandipik.
Unless otherwise indicated on the invoice, the terms of payment are fourteen (14) days from the date of the invoice. Payment shall be made in Australian Dollars (AUD), unless otherwise agreed.
Late fees will be applied at a rate of 5% of original invoice value for invoices outstanding after due date, and each 14 days the invoice, or part thereof, remain outstanding.
Any dispute regarding invoice value must be raised promptly with scandipik and no later than 45 days after the invoice date. After that time, the Customer will be deemed to have accepted that the full amount set out in the issued invoice is due and payable by the Customer.

12. Costs of Recovery

The debtor/s shall pay for all costs actually incurred by scandipik in the recovery of any monies owed under this Agreement. You agree to be liable for and indemnify scandipik. These costs include recovery agent costs, repossession costs, location search costs, process server costs and solicitor costs on a solicitor/client basis, debt collection commission and legal fees on an indemnity basis.

13. Defects

This clause 12 applies subject to clause 13.
scandipik is liable for defects in the delivered Product(s), only if such defects mean that the delivered Products materially do not conform to the Specification for the ordered Product(s).
If the Customer claims that any Product is defective, the Customer must provide to scandipik a written notice promptly after the defect has been or reasonably should have been noticed by the Customer. scandipik shall only be liable for defects if scandipik receives the notice within three (3) months of the date of delivery of the Product in question.
In case of a defect in a delivered Product in accordance with section 12(b), scandipik undertakes to promptly, and free of cost, provide services in order to correct such Product. Where this is not viable or commercially reasonable, scandipik will refund the fees paid by the Customer in relation to that defective Product.
scandipik’s liability for defects is limited to what is set forth above and the Customer cannot make any other claims against scandipik on the grounds of defects.

14. Limitation of liability

Nothing in these terms and conditions excludes or varies any rights or remedies under the Australian Consumer Law in the Competition and Consumer Act (2010) (Australian Consumer Law) which cannot be excluded, restricted or modified. However, scandipik excludes all rights, remedies, guarantees, conditions and warranties in respect of goods or services from a Customer’s use of or acquisition of or in relation to the ordering or booking of any Product whether based in statute, common law or otherwise to the extent permitted by law. To the fullest extent possible and subject to scandipik’s liabilities and obligations under the Australian Consumer Law, the remaining provisions of this section 13 shall apply.
Subject to section 13(a), the parties’ liability under any cause of action arising under these General Terms or under any indemnity contained in these General Terms, shall in no event exceed the amount of the fees paid or payable by the Customer for Products delivered by scandipik under the Agreement.
To the maximum extent permitted by applicable law and subject to section 13(a), the parties and their affiliates and partners shall in no event be liable for indirect, special, punitive, incidental, or consequential damages, including but not limited to loss of profits, loss of use, loss of data or business interruption.
Subject to section 13(a), scandipik’s liability for a breach of a term or guarantee implied by law is limited at scandipik’s discretion, to the supply of the Product again or payment for the cost of having the Product supplied again.
Subject to section 13(a), scandipik has no responsibility or liability to Customer in relation to any failure of telecommunications services or systems which affect the receipt by scandipik or delivery by scandipik to Customer of any material, a notice or communication of any kind.

15. Insurance

Both parties undertake to obtain and maintain, at its own expense, adequate and suitable insurance to cover its liability under this Agreement.

16. Intellectual Property Rights

The Software Products provided by scandipik under these General Terms will fully remain the property of scandipik or its licensors. Unless otherwise agreed between the parties, scandipik or scandipik’s licensor shall own all rights to the Products and to the Result. The Customer shall not acquire any intellectual property rights or other rights to the Products or to use the Products by means of this Agreement except as expressly set out in clause 10.
No program, documentation or subsequent upgrade thereof may be disclosed to any third party, without the prior written consent by scandipik, nor may they be copied, reverse engineered or otherwise duplicated even for the Customer’s internal needs, except as permitted by law.
For programs and documentation created and delivered at the Customer’s request, scandipik may grant the Customer a license, on terms to be agreed, for non-exclusive and non-assignable exploitation.
The Customer shall immediately and in writing notify scandipik if a third party addresses any claim towards the Customer relating to or asserting a claim that the Products and/or Result infringe upon a third party’s intellectual property rights. scandipik will indemnify the Customer in relation to all direct costs and losses arising from such claim provided that the Customer complies with the obligations in this clause 15, allows scandipik to run the settlement or defense of any such claim and provides all assistance and co-operation as requested by scandipik (at scandipik’s expense). Despite the foregoing, scandipik will have no responsibility or liability if the claim arises due to a breach of this or any other agreement between scandipik and the Customer or a modification to the Products or materials not authorized (in writing) by scandipik or a use not licensed by scandipik.
Should such infringement conclusively exist or if, according to scandipik’s own assessment, it is probable that such infringement exists, scandipik shall at its own expense and at its own discretion either
- ensure the Customer’s right to continue to use said Products/Result,
- substitute the Products/Result with another equivalent Product/Result whose use shall not constitute any infringement, or
- change the Products/Result to ensure that no infringement exists without materially derogating from the quality or benefits to the Customer of the Product/Result, or
- terminate this Agreement and refund any prepaid monies to the Customer in relation to services or Products not delivered.
Despite anything else, scandipik is not liable for any infringement or alleged infringement upon a third party’s intellectual property right by the Result if scandipik has modified, created or produced the Result according to the Customer’s wishes, instruction, specification or design. The Customer shall indemnify scandipik against any claim, lawsuit or other legal proceeding which may arise following an actual or alleged infringement of such Result and for each loss, cost, damage and expense which scandipik incurs accordingly.
In case of any third party owned intellectual property included in the Software Products (such as a third party application) (“third party applications”), the Customer may only use such third party applications in accordance with the licensing terms issued by scandipik’s licensor and notified prior to use to Customer by scandipik (whether in these terms and conditions or through the Online Ordering System). Subject to clause 13, with respect to third party applications:
- scandipik’s liability for faults or intellectual property infringements is restricted to an obligation to report the fault/infringement to scandipik’s licensor immediately;
- scandipik has no other responsibility for fault or infringement in relation to third party applications. If it is finally decided that infringement has occurred or if it is likely, in the opinion of scandipik, that such infringement has occurred, and scandipik’s licensor does not take the necessary action, scandipik may terminate this Agreement with three (3) months’ notice.

17. Force Majeure

If and to the extent that either party’s performance of its obligations under this Agreement is made unreasonably onerous or is impeded by circumstances beyond its reasonable control including general labor disputes, war, fire, lightning, acts of terrorism, natural disasters, restrictions in energy supplies, amendments to regulations issued by governmental authorities, intervention by governmental authorities and faults or delays in services by sub-contractors caused by any such circumstances referred to in this clause, such party shall be released from liability in damages and any other penalties. A party intending to claim relief by reason of any such circumstance as referred to in this clause shall without undue delay notify the other party in writing accordingly. If a party’s performance is materially prevented for more than three (3) months as a result of any circumstance as referred to in this clause, the other party shall be entitled to cancel an order in writing with immediate effect.

18. Confidentiality

All information which is not publicly available, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to a party or to any of its business matters, which has been disclosed or may be disclosed to the other party (the “Receiving Party”) or which the Receiving Party has or may otherwise become aware of in connection with this Agreement, shall during the term of this Agreement and for a period of five (5) years after its termination for whatever reason be kept strictly confidential by the Receiving Party and not be used for any other purpose than the performance or enforcement of this Agreement, nor be disclosed to any third party without the prior written consent of the other party (such consent not to be unreasonably withheld). The obligation of confidentiality does not apply when the Receiving Party is required by law, regulation or a governmental decision to disclose information or discloses it to an external adviser or auditor on a need to know confidential basis.

19. Premature termination of the agreement

Each party shall have the right to terminate the Agreement immediately by giving written notice to that effect to the other party
- if the other party should commit a material breach of contract and neglect to remedy such breach of contract within thirty (30) days after receipt of written notice to that effect, or
- if the other party should declare himself insolvent, enter into liquidation, be declared bankrupt, initialize company reorganization, enter into composition proceedings or otherwise be considered as insolvent. The notice of termination shall be given without delay once the breach of contract becomes known or should have become known to the aggrieved party.
In addition to the provisions stated above scandipik shall at all times have the right to terminate the Agreement with immediate effect by giving written notice to that effect to the Customer if monies owing to scandipik under an Order by the Customer remain unpaid for at least 14 days after scandipik provides written notice to the Customer that such monies are outstanding.

20. GST

Terms used in this clause have the meanings given to them in the A New Tax System (Goods and Services Tax) Act 1999.
Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with this Master Agreement are inclusive of GST.
If GST is imposed on any supply made under or in accordance with this Master Agreement, the recipient of the taxable supply must pay to the supplier an additional amount equal to GST payable on or for the taxable supply subject to the recipient receiving a valid tax invoice in respect of the supply at or before the time of payment. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with this Master Agreement.
If this Master Agreement requires a Party to pay for, reimburse or contribute to any expense, loss or outgoing (reimbursable expense) suffered or incurred by another Party, the amount required to be paid, reimbursed or contributed by the first Party will be the amount of the reimbursable expense net of input tax credits (if any) to which the other Party is entitled in respect of the reimbursable expense plus any GST payable by the other Party.

21. Miscellaneous

scandipik reserves the right to change these General Terms at all times. Any changes to these General Terms will be posted on www.scandipik.com, and will become valid thirty (30) days after scandipik has informed the Customer of the changes by posting the new General Terms on www.scandipik.com. A Customer may cancel any order which it has placed and which would become subject to such amended General Term by notifying scandipik in writing thereof no later than the day the change would come into effect.
If any provision in these General Terms is held to be invalid or unenforceable by any competent court, authority or arbitral tribunal, the remainder of that provision and all other provisions will remain valid and enforceable to the fullest extent permitted by applicable law.
scandipik shall have the right to engage a subcontractor to fulfill its obligations under the Agreement. Should scandipik engage a subcontractor scandipik shall be liable for such sub-contractors as for its own obligations.
Any exemptions agreed upon regarding these General Terms shall be in writing and be duly signed by scandipik and the Customer in order to be valid. Any general terms and conditions from the Customer shall only apply if approved by scandipik in writing.

22. Disputes and applicable law

These terms and conditions are governed by the laws of Victoria and each party submits to the exclusive jurisdiction of that state.
Except as provided under this section 21, a Party must not start arbitration or court proceedings in relation to a dispute arising under an order or these terms and conditions unless it has complied with this section 21.
The Parties will meet within seven days after the date on which a Party has delivered a written notice to the other declaring the dispute. If the Parties fail to meet within fourteen days, or failing resolution of the dispute at the meeting, the Parties will agree on the appointment of a mediator having industry knowledge and expertise to facilitate resolution. Failing agreement on such appointment, either Party may apply to the President or other appropriate officer of the Law Society (or equivalent body) for the State of Victoria to appoint a mediator. The dispute will then be referred to the mediator for resolution and the parties must try their best to resolve the dispute within a further seven days of the appointment.
The role of the mediator is to assist in negotiating a resolution of the dispute. The mediator may not make a decision that is binding on the Parties unless they have so agreed in writing. The Parties cannot be represented by lawyers at any mediation meeting.
Any information or documents disclosed by a Party in attempting to resolve the dispute must be kept confidential and may not be used except to attempt to resolve the dispute in the course of the mediation.
Each Party must bear its own costs of complying with this clause. The Parties must bear equally the costs of the mediator.
After the expiration of the second seven-day period referred to in section 21(c), either party may terminate the mediation process at any time by giving notice to the other Party.
The Parties will continue to perform their obligations under this Agreement pending the resolution of any dispute referred to mediation under this clause.
Nothing in this clause affects in any way the rights of a Party to seek urgent interim or interlocutory relief.
If a Party fails to comply with this clause or refuses to meet or otherwise blocks the process set out in this clause, the other Party need not comply with this clause before referring the relevant Dispute to mediation or commencing proceedings in any court or tribunal of competent jurisdiction.

23. Intellectual Property/Copyright Ownership

Products and marketing material produced by scandipik are protected by Copyright Law (all rights reserved).
scandipik own and retains full copyright for any and all images taken, products and marketing material provided.
The Customer recognises that all Intellectual Property are the property of scandipik and the Customer will take all such steps as practicable to ensure that the Intellectual Property will vest in and remain vested in scandipik.
scandipik warrants that scandipik owns the Intellectual Property Rights in the Intellectual Property delivered to the Customer in the provision of the Services.
scandipik grants to the Customer an exclusive, non-transferable, limited licence to use intellectual property rights owned by the Provider which have been used in completion of the Services, that were already in existence prior to commencing the Services. The limited licence provided by scandipik to the Customer is valid only for the current marketing campaign in which the services were engaged, or 3 months from the date of engagement of the services for the specific marketing campaign.

Appendix 1 – Delivery times for scandipik products (single orders)

Below delivery times are applicable if nothing else is agreed in writing with scandipik Pty Ltd.

floorpiks

Within 36 hours on the next business day from time of appointment*

Photos/Additional photos/Social Video/Day to Night/Evening photos

Within 36 hours on the next business day from time of appointment

Drones and video services

Within 72 hours on business days, commencing at the end of the photo shoot

Virtualpik/Panopik

Within 48 hours on the next business day commencing at the end of the photo shoot

floorpik corrections

The same business day**

Photo corrections

Within 6 business hours***

Photo retouch requests

Within 24 hours on the next business day from time of placement

*For floorpik orders where an onsite measurement is required, the 36-hour delivery time commences at the completion of the performed onsite measurement.

**floorpik corrections sent to scandipik prior to 12pm on business days will be delivered on that same day. Corrections sent to scandipik after 12 p.m. will be delivered the following business day by 12 p.m.

***Photo corrections sent to scandipik prior to 12 p.m. on business days will be delivered within 6 hours on that same day (excluding major corrections which will be delivered next business day). Corrections sent to scandipik after 12 p.m. will be delivered within 6 business hours and will therefore be delivered the following business day.

scandipik strives to deliver the Products in accordance within the time frames provided above. However, scandipik reserves the right to deliver outside these times, e.g. in respect of bulk orders or otherwise due to unforeseen circumstances deemed by scandipik.

Appendix 2 – Correction & Retouch charges

scandipik will not charge for correction requests where the error is on the part of scandipik.

scandipik reserves the right to charge for each individual correction request where the error is on the part of the customer, or due to lacking / incorrect / unclear / erroneous material having been provided to scandipik without negligence of scandipik.

A retouch fee will be charged for unwanted items, removing wires, dirt or other details that are not included in scandipik’s standard photo editing.

Appendix 3- Cancellation and changes

Order Cancellation fee for less than 12 hours’ notice – $99 (incl GST)

Order Cancellation fee equal to the total order fee will be charged in the event where, at the scheduled time of order, scandipik is unable to complete the order due to circumstances outside of scandipik’s control, such as no access available, safety concerns or any other situation whereby scandipik deem the order unfulfillable. Reasonable efforts will be made by scandipik and it’s representatives to allow any aforementioned issues to be resolved onsite within a time frame of no more than 20 minutes.

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