Terms & Conditions

TERMS AND CONDITIONS

  1. Introductory Provisions
    • These terms and conditions (Terms and Conditions) regulate the provision of services by PRECISMO s.r.o., Id. No.: 06399967, with its registered office at Solniční 243/17, Brno-město, 602 00 Brno, Czech Republic, registered in the Commercial Register maintained by the Regional Court in Brno under C 101883 (PRECISMO).
    • PRECISMO provides services that consist of digitalization of objects using 3D modeling technology and the subsequent production of three-dimensional digital or virtual models of these objects (3D models). In addition to 3D models, PRECISMO also provides other related services as described in Article 2 of these Terms and Conditions. Where these Terms and Conditions refer to a 3D model and its production, this shall be understood to include the provision of other services by PRECISMO and the recipient of PRECISMO’s services (Client), as agreed in any specific agreement concluded with the Client (Agreement).
    • These Terms and Conditions form an integral part of the Agreement.
  2. Services provided by PRECISMO
    • PRECISMO provides in particular the following services to its Clients:
      • creating a 3D model from an object designated by the Client (Item) to be processed into digital form so the 3D appears as a digitized version of the Item according to the possibilities of commonly available contemporary technologies;
      • creating a configurator (an interactive 3D model that responds to user input);
      • adding info points (explanatory texts) to the 3D models, together with the possibility to include text supplied by the Client, including various language versions;
      • accessing the viewer for displaying the 3D model on the domain specified by the Client (Viewer);
      • making the 3D model available for mobile devices and augmented reality (AR);
      • creating photographs and videos of the 3D model (artistic or non-artistic, as described in Article 11 License, Intellectual Property Rights).
    • The scope of services provided is always agreed in the specific Agreement.
  3. Conclusion of the Agreement
    • Offer. PRECISMO shall submit an offer to the Client to provide its services. Upon signing of the offer by the Client, the Agreement between PRECISMO and the Client is concluded. The offer and the Agreement are trade secrets of PRECISMO.
    • PRECISMO and the Client may also conclude the Agreement by exchanging scanned signed copies by email or otherwise electronically, for example by using AdobeSign. Any action regarding the termination of the Agreement and the contractual relationship between PRECISMO and the Client may only be taken in the form of a manually signed (wet ink) document delivered in paper form to the other party. The Client shall ensure that all actions relating to the Agreement are undertaken by a person authorized to act on behalf of the Client.
  4. Takeover and handover of the Item
    • Entry Document. Upon conclusion of the Agreement, the Client is obliged to duly fill in all required data and electronically deliver the “Entry Document” to PRECISMO. In the Entry Document, the Client Shall in particular list all the Items to be digitized, their actual price (for the purpose of insurance of such Items) and other necessary data. PRECISMO shall provide the Entry Document to the Client for completion immediately after the conclusion of the Agreement. The Client is not entitled to deliver to PRECISMO Items with a value exceeding EUR 12,000 without PRECISMO’s prior written consent.
    • Entry Document confirmation. PRECISMO shall, within five working days of receipt of a duly completed Entry Document, confirm to the Client by email the agreed quantity of Items to be digitized according to the Entry Document and at the same time specify in the email to the Client the period within which the Client is obliged do deliver the Items to PRECISMO.
    • Delivery of Items. The Client shall, at its own risk and expense, deliver the Items in accordance with PRECISMO’s Entry Document within the period specified by PRECISMO.
    • In the event that the Client delivers the Items outside the specified period, PRECISMO shall not be obliged to accept the Items. If PRECISMO, at its sole discretion, does accept the Items, PRECISMO shall be entitled to claim from the Client compensation for the increased costs associated with the takeover and storage of the Items outside the specified period.
    • Delivery Confirmation. PRECISMO shall confirm the takeover of the Items from the Client in a delivery report marked as “Delivery Confirmation”. This Delivery Confirmation shall be sent by PRECISMO by email to the Client as confirmation of the proper delivery of the Items.
    • In the event that the Items (for their packaging) show signs of damage upon delivery, PRECISMO shall indicate this fact in the Delivery Confirmation and notify the Client of this fact. PRECISMO will then ask the Client to confirm whether to digitize the Items despite the damage and digitally edit any minor damage. If, however, the Items are so severely damaged that they cannot be digitized, PRECISMO shall notify the Clients and arrange with the Client how to return the Items.
    • In the event that the Client fails to deliver to PRECISMO certain Items pursuant to the Agreement and the Entry Document, PRECISMO shall notify the Client of this fact and request the delivery of such missing Items. If the Client fails to deliver the missing Items even 5 days from the delivery of this notice, or if the parties fail to agree on the further procedure within this period, then PRECISMO shall make 3D models only from the delivered Items. The Client agrees that in the event of non-delivery of the Items according to the Agreement, PRECISMO shall be entitled to demand payment of the full agreed price as if all Items had been delivered, since PRECISMO had to reserve its production capacity and human resources for the production of the 3D model. In the event that the Client subsequently delivers the originally undelivered Item and requests the production of a 3D model thereof, PRECISMO shall produce such 3D model for an additional fee of 50% of the originally agreed price.
    • If the Client delivers to PRECISMO more Items than specified in the Entry Document, the Client shall, at PRECISMO’s request, collect the Items at its own expense within five working days of the request for the collection. In the event of the Client’s delay in collecting such non-agreed Items, PRECISMO shall charge a storage fee of EUR 30 per day for each individual Item.
    • The risk of damage to the Items shall pass to PRECISMO at the time of execution of the Delivery Confirmation. PRECISMO shall only ever dispose of the Items in a manner consistent with the purpose of the production of the 3D model or other agreed performance under the Agreement.
    • Retrieval of Items after the 3D model has been made. PRECISMO shall, after the creation of the 3D model (or other performance under the Agreement), invite the Client to retrieve the Items from PRECISMO or deliver the Items to the address specified by the Client, as agreed by the parties in the Entry Document. In the event that the value of the Items specified in the Entry Document exceeds EUR 1,000, PRECISMO shall have the right to request the Client to retrieve the Items itself or through a representative of the Client’s choice. The Client is obliged to comply with such a request.
    • The risk of damage to the Item shall pass to the Client at the moment of its receipt from PRECISMO, or at the moment handing over the Item to a carrier, if the Client specifies in the Entry Document that the Item is to be delivered to an address chosen by the Client. All costs associated with the return of the Item shall be borne by the Client.
    • Return Confirmation. PRECISMO and the Client shall confirm the return of the Items in a handover report marked as “Return Confirmation”. In the event that the Client fails to provide PRECISMO with a signed Return Confirmation within 10 days of its delivery, the Items shall be deemed to have been properly returned and the Client shall not be entitled to make any claim against PRECISMO in connection with the return of the Items or to argue that the Items have not been properly returned. The Client acknowledges that the Items may show signs of use and wear after the creation of the 3D model or other performance under the Agreement.
    • The Client may specify that the Items provided for the creation of 3D models are to be retained by PRECISMO, in which case PRECISMO may dispose of the Items at its discretion after the 3D models have been created. If the Client has determined that the Items are to be returned and Client fails to collect the Items within 30 days of the request for their retrieval or fails to provide delivery assistance as agreed in the Entry Document, PRECISMO will charge the Client a fee of EUR 100 per day for storage of the Items for a further 15 days from the expiry of the collection period. If the Client fails to collect the Items after this period, PRECISMO shall be entitled to store the Items with a third party or dispose of them at its discretion. All costs associated with storage or disposal shall be recharged by PRECISMO to the Client.
    • The Client hereby declares that the Items are not trade secrets unless the Client elects Classified Mode as defined in the following Article. Unless otherwise expressly agreed, the Client acknowledges that PRECISMO assumes no responsibility for the confidentiality of any Items. Accordingly, the Client shall not provide PRECISMO with Items that are in any way subject to any obligation of confidentiality (e.g., not yet public product designs, concepts, etc.). If the Client provides PRECISMO with any Item that is subject to classification or is a trade secret and does not specify that the Item is to be maintained in a Classified Mode, the Client shall be fully liable for any harm resulting therefrom.
    • Classified Mode. The Client is entitled to specify that the Item is to be maintained in classified mode by PRECISMO during the process of creating the 3D model. In such a case, PRECISMO shall take special measures and internal procedures to maintain confidentiality regarding the Item and its 3D model. PRECISMO shall be entitled to charge the Client a special fee for maintaining the Classified Mode agreed in the Agreement. If the Classified Mode is selected, PRECISMO shall not be entitled to provide or in any way disclose the 3D model to any third party without the Client’s consent. At the same time, PRECISMO shall not be entitled to market the 3D model or any other performance created in the Classified Mode in any way.
  5. Production of the 3D model
    • A non-binding deadline for the production and delivery of the 3D model is usually agreed in the Agreement.
    • Unless otherwise agreed, PRECISMO will only start to produce the 3D model after payment of the deposit and handover of the Item by the Client. Unless otherwise agreed in the Agreement, PRECISMO shall notify the Client of the expected date of production of the 3D model within one month of payment of the deposit (or handover of the Item if no deposit has been agreed).
    • PRECISMO may request specifications, production instructions or confirmation information from the Client during the production of the 3D model. If the Client does not respond to the request for confirmation of information within 10 days, the information shall be deemed confirmed.
    • In the event that the Client fails to provide the necessary cooperation for the production of the 3D model within the agreed deadline, PRECISMO is entitled to postpone the expected date for the production of the 3D model by this period of delay of the Client.
    • In the event that PRECISMO sets a binding deadline for the production of the 3D model and finds itself in delay, the Client is entitled to a discount on the price of the delayed performance in the amount of 0.05% per day, up to a maximum of 50%.
    • PRECISMO may agree with the Client that the Client will pay the price for the production of the 3D model and other performance under the Agreement only after delivery of such performance to the Client. However, PRECISMO shall be entitled at any time to request the Client to pay up to 100% of the agreed price before the delivery of the performance to the Client. In the event that the Client fails to provide such early payment as requested by PRECISMO, PRECISMO shall be entitled to suspend its performance under the Agreement and terminate the contractual relationship with the Client. In such a case, the Client shall be obliged to pay PRECISMO the full amount of remuneration for the performance already performed and to pay 25% of the price of the performance not yet performed. PRECISMO shall hand over the already completed performance to the Client after the above payments have been made. The Client acknowledges that even in the event of termination of the contractual relationship according to this paragraph, PRECISMO shall have all rights to the 3D model or other performances created and may further dispose of them at its own discretion.
    • PRECISMO shall be entitled to use subcontractors for the performance of its obligations under the Agreement. In such a case, PRECISMO shall be liable as if it were its own performance.
    • The Client acknowledges that PRECISMO gradually develops and improves its services and replaces some parts with similar services or products, if necessary, all with the aim of improving the quality of services provided. Furthermore, PRECISMO may change its performance due to operational or legislative needs and technical reasons caused by the providers of the platforms used for PRECISMO’s performance (in particular operating systems). If such a change causes the need for a reasonably required intervention in the infrastructure of the Client or its supplier (e.g., in the form of an update of operating systems), the Client shall comply with it without undue delay. PRECISMO undertakes to use its best efforts to ensure that its performance will be functional on all common current platforms and operating systems, but does not guarantee that all functions will always work flawlessly on any particular operating system. PRECISMO shall not be liable for any damages or lost profits incurred by the Client as a result of or in connection with any failure, unavailability, non-functionality or limited functionality of the performance or loss of user data.
    • The Client acknowledges that the process of digitizing the Item cannot itself produce a completely faithful copy of the Item and may show signs of inaccuracies and deviations. Therefore, the digitized Item is finalized by PRECISMO’s personnel so that the resulting 3D model corresponds as closely as possible to the real appearance of the Item. Despite this, there may be deviations between the appearance of the 3D model and the Item. The Client acknowledges this and therefore any minor deviations in shapes, appearance and color reproduction cannot be considered by the Client as a defective performance by PRECISMO and the Client cannot claim rights under defective performance.
  6. 3D model delivery
    • Part Summary. If the parties agree, PRECISMO may deliver a partial part of the performance (i.e. only a few of the total number of ordered 3D models) to the Client before the remaining performance. The parties shall execute a handover report marked as “Part Summary” for the handover of such part of the performance. The Client acknowledges that any defects in the 3D model or other performance delivered must be asserted in writing against PRECISMO within 10 days of the handover, including the date of the Part Summary. Claims made later by the Client shall not be taken into account.
    • Final Summary. The parties shall confirm the handover of the complete performance under the Agreement by signing a handover protocol marked as “Final Summary”. In the Final Summary, PRECISMO shall provide a summary of all performance to date delivered to the Client under the Part Summary (if any). The Client acknowledges that in the Final Summary it is not entitled to claim any defects from the already handed over partial performances according to the confirmed Part Summary.
    • Notification of Acceptance. If the Client does not acknowledge the Part Summary, Final Summary or other document regarding the delivery of the agreed performance within 10 days of receipt of such document, or does not communicate in writing the reasons that entitle it to refuse the performance, the performance shall be deemed to have been duly delivered on expiry of this period. PRECISMO shall notify the Client of the expiry of this period and that the performance is deemed to have been delivered by means of a document marked as “Notification of Acceptance”. The performance shall also be deemed to have been duly handed over if the Client starts to use the performance in the course of its business.
  7. Use of the 3D model
    • The Client acknowledges that the delivered 3D model can only be properly used in conjunction with the Viewer tool, which enables the display and use of the 3D model. The Client agrees not to display the 3D model to users other than through the PRECISMO Viewer, unless expressly agreed upon.
    • If expressly agreed by the parties, PRECISMO may also produce a 3D model for a viewer that is not provided by PRECISMO (i.e. a third party viewer). In such a case, however, PRECISMO guarantees the usability of the 3D model only on the agreed version of such a third party’s viewer. PRECISMO cannot guarantee that the 3D model will function properly on other versions of the viewer. Therefore, the Client shall not be entitled to any compensation for damages incurred in the event that the 3D model is not functional on a version of the third party’s viewer other than the version for which such 3D model was made. The Client waives its rights to compensation for such situations to the maximum extent possible.
    • PRECISMO hereby reserves the right to prohibit the display of the 3D model on a third party’s viewer if this viewer displays the model in such a poor quality the the display of the 3D model could damage PRECISMO’s reputation.
    • Domains. The Client is required to specify the web domains from which the 3D model is to be accessed. If the Client does not designate the domains from which the 3D model is to be accessed even within 30 days of the delivery of the 3D models, PRECISMO shall have the right to charge the Client according to the agreed price package from the first day of delivery of the 3D models, provided that PRECISMO itself shall make the 3D model available on a subdomain of the Client’s homepage.
    • Trial run. PRECISMO and the Client may agree to send the 3D model on a trial basis via a link to PRECISMO’s server or by other agreed means. The purpose of such sending is to evaluate PRECISMO’s performance to date and does not result in the delivery of the 3D model.
    • Enterprise START Agreement. PRECISMO and the Client may agree that the Client is entitled to use the PRECISMO Services for a certain period of time free of charge in order to test the PRECISMO Services (Enterprise Start). In such case, the Client shall be obliged to enter into a new Agreement with PRECISMO within 12 months of the conclusion of the Enterprise Start, for at least the same scope of PRECISMO’s services as under the Enterprise Start Agreement. In the event that the Client does not conclude the Agreement with PRECISMO, the Client is obliged to pay PRECISMO an additional fee of EUR 10,000 for the services provided, unless otherwise agreed by the parties.
  8. Modifying a third-party 3D model
    • The parties may agree that the Client shall provide PRECISMO with its 3D models, which the Client has made itself or a third party has made for the Client, for the purpose of PRECISMO improving them (External 3D Model). The price for such improvement of the External 3D Model shall be agreed between the Parties in the Agreement.
    • In the event that PRECISMO improves an External 3D Model that is displayed on a third party’s viewer (i.e. a viewer not provided by PRECISMO), Article 7.2 shall apply mutatis mutandis and PRECISMO does not guarantee the functionality of the improved External 3D Model on later versions of the viewer.
    • The improvement of the External 3D Model will result in a new work which is the copyright of PRECISMO and to which PRECISMO exclusively exercises all rights in accordance with Article 13 of these Terms and Conditions.
    • The Client is not entitled to request that the 3D model logo be placed on the improved External 3D Model.
    • The Client declares that by providing PRECISMO with the External 3D Models to improve them, the Client does not infringe any rights to the External 3D Model and is entitled to provide PRECISMO with the External 3D Model. If any person asserts against PRECISMO any rights to the External 3D Model or any other rights that the person claims have been affected by the disposition of the External 3D Model, the Client shall:
      • notify PRECISMO of such third party assertion of rights;
      • obtain all rights to use the External 3D Model in accordance with these Terms and Conditions;
      • indemnify PRECISMO against litigation and costs of any kind, including legal fees and attorney’s fees for infringement of intellectual property rights and indemnify PRECISMO for all related costs;
      • fully indemnify PRECISMO for all material and non-material damages, lost profits, unjust enrichment and other third party claims.
  1. Proof-of-Concept
    • The Agreement may stipulate that the 3D model will be in the proof-of-concept (POC) mode. In POC mode, PRECISMO will create the agreed performance in order to verify PRECISMO’s ability to meet the Client’s requirements and expectations. The POC is not intended for publication and is only intended as a demonstration for the Client to evaluate PRECISMO’s services and possibly establish further cooperation.
    • Unless the parties agree otherwise in the Agreement, the maximum number of POC views per domain is 2,000 with the POC being available for a maximum of three months. The POC will cease to operate whichever comes first, i.e. either after 2,000 views of the POC or after three months.
    • The POC is usually made at a discount to the usual PRECISMO prices. The Client acknowledges that these lower prices are provided for the purpose of the POC only and to demonstrate PRECISMO’s ability to meet the Client’s requirements and in no way entitle the Client to have a 3D model produced at these lower prices.
    • The Client is not entitled to use the POC for any purpose other than to verify its functionality and the quality of PRECISMO services. In particular, the Client may not use the POC for any business purpose or make it available in any way to anyone who is a competitor or rival of PRECISMO.
    • The Client acknowledges that during the operation of the POC, operational analytics are performed on the deployed 3D model. If the Client uses the POC in any way other than for the purpose stated above, in particular if the Client publishes it or makes it available to anyone else in any way without written consent, the Client shall be liable to pay a fee up to the amount of the usual price of the service provided. In addition to the fee, the Client shall pay PRECISMO a contractual penalty of one hundred times the price paid for the POC by the Client as a penalty for breach of obligations in the use of the POC.
  2. Warranty and liability of PRECISMO
    • The Client is obliged to check upon acceptance of the whole or partial performance that this performance corresponds to the agreed terms and conditions. The Client is obliged to notify any defects in the performance within ten days of receipt of the performance, otherwise they shall not be taken into account.
    • The maximum extent of PRECISMO’s obligation to compensate the Client for damages incurred by the Client in connection with PRECISMO’s performance is limited to the total amount of the fee received from the Client for the provision of performance under the Agreement. In the event that the Client pays PRECISMO a repeated fee, then PRECISMO’s obligation to indemnify the Client is limited to the sum of the monthly fees billed to the Client in the last three months prior to the occurrence of the injury. If the Agreement has not lasted even three months, then the injury is limited to the amount of the agreed monthly fees. The limitation of the obligation to compensate for damage does not apply to damage caused to a person’s natural rights and to damage caused intentionally or through gross negligence.
    • In the event that the Client becomes aware of facts that may give rise to an obligation on the part of PRECISMO to compensate for damages, the Client shall inform PRECISMO of such facts within three working days of becoming aware of such information and shall provide PRECISMO with all assistance to remedy such damages.
  3. License, intellectual property rights
    • The 3D model, its source code, its photographs and its capture on video (Work) as a matter eligible for protection under the relevant legislation governing the protection of intellectual property, know-how or trade secrets and any other intellectual property rights or industrial property rights under Czech law or any other applicable law shall not be considered a work made for hire or an employee’s work within the meaning of the relevant legislation.
    • Basic License for the 3D model. PRECISMO grants to the Client a non-exclusive license to use the 3D model at all times for the purpose set forth in the Agreement, without time or territorial limitation, for the following uses and to the following extent:
      • the Client is entitled to use the 3D model in the Viewer that PRECISMO makes available to the Client, and
      • the Client is entitled to place the 3D model only on the number of websites agreed in the Agreement.

The Client may not modify the 3D model and its display in any way and shall only use the technologies supplied or approved in advance in writing by PRECISMO for the display of the 3D model.

  • Redemption of the Basic License. The Client may offer to purchase the 3D model and other agreed performance from PRECISMO for a fee of not less than 50% of the agreed performance price without any discounts, unless otherwise agreed by the parties. If PRECISMO accepts such an offer, PRECISMO agrees to grant the Client an exclusive and indefinite license to the 3D model and not use the 3D model in any further way. PRECISMO shall not be obliged to accept such an offer to purchase the 3D model. Such redemption of the Basic License shall not affect any licenses or other rights already granted by PRECISMO to the 3D model and other performances subject to the redemption. PRECISMO shall inform the Client prior to the redemption whether PRECISMO has licensed the 3D model or other performance to be redeemed to a third party.
  • Unlimited License to the 3D model. PRECISMO and the Client may agree in writing that PRECISMO grants the Client an exclusive license to use the 3D Model without limitation as to time or territory, for all types of use and without limitation as to the quantity of use. PRECISMO does not provide the Client with raw data of the 3D model under the exclusive license and under this paragraph. The fee for the Unlimited License is agreed in the Agreement.
  • Publishing photos and videos of the 3D model. The Client may publish photographs and videos of the 3D model in any way except by television broadcasting (terrestrial, satellite, digital and other television, including video on demand, except YouTube), provided that the distribution is free of charge and that the Client does not interfere with the photographs and videos in any way other than as provided for in these Terms and Conditions without the written consent of PRECISMO. In the event that the Client publishes photographs or videos of the 3D model in violation of this paragraph, PRECISMO shall be entitled to payment of a contractual penalty equal to the agreed license fee for such photograph or video, on a case-by-case basis for such violation.
  • Prohibition on license assignment. The Client shall not transfer, assign or sub-license its rights to the 3D Model to any other person (including assignment of the license as part of a transfer of the Client’s plant or part thereof) without the prior written consent of PRECISMO.
  • The Client shall not, without PRECISMO’s prior consent, use any trade name, trademark or similar indications of PRECISMO other than as stated directly by PRECISMO in its performance.
  • Rights to the Item whose 3D model has been created:
    • If the use of the Item is subject to any restrictions, in particular the rights of the trademark holder, the rights of the author or other person who participated in their design or creation or other rights of third parties, such as, but not limited to, personality tights, rights to (unregistered) industrial design, protected product designations, obligations to label products in certain way or to provide certain information about them (Item Rights), then the Client:
      • grants PRECISMO a license to create the 3D model and to use it in accordance with these Terms and Conditions; and
      • shall be responsible to PRECISMO for ensuring that any use or disclosure of the Item or the 3D model by PRECISMO under these Terms and Conditions does not infringe the Item Rights.
    • The Client waives any rights to be named as the (co-)author of the 3D model even if the Client exercises some of the rights of the author of the Item.
  • The Client declares that by providing the Items to PRECISMO for the creation of the 3D model, the Client does not infringe any rights to the Items. If anyone asserts against PRECISMO any Item Rights or other right which they claim to have been infringed by the creation and disposal of the 3D model, photograph or video, the Client shall:
    • notify PRECISMO of such third party assertion of rights;
    • obtain all rights to use the Item in accordance with these Terms and Conditions;
    • indemnify PRECISMO against litigation and costs of any kind, including legal fees and attorney’s fees for infringement of intellectual property rights and indemnify PRECISMO for all related costs;
    • fully indemnify PRECISMO for all material and non-material damages, lost profits, unjust enrichment and other third party claims.
  • If there is a reasonable doubt on the part of PRECISMO as to whether the Client has all the necessary rights to the Item in order to properly provide it to PRECISMO for the creation of the 3D model, then the Client shall use the 3D model only for its own purposes. In such a case, the Client shall acquire from PRECISMO the Unlimited License under these Terms and Conditions.
  • Interference with the 3D model or its code. The Client must not interfere with the 3D model code without PRECISMO’s consent and must not pass or disclose the code to anyone. In the event that the Client, without PRECISMO’s written consent, breaches its obligation under this paragraph and in any way interferes with the 3D model, its code, reverse engineers or attempts to do so, the Client shall pay PRECISMO a contractual penalty of one hundred times the agreed price for the 3D model provided to the Client.
  • Metaverse. The parties may agree that PRECISMO will provide the Client with 3D models for use in virtual reality (metaverse). In this case, PRECISMO may provide to the Client a data file from which specific rendering of the 3D models are selected based on a procedure defined by PRECISMO. The Client acknowledges that each 3D model so produced and the separate procedure for producing the 3D models is a Work under these Terms and Conditions and only PRECISMO shall exercise all rights therein. Any use of the 3D model so created (including the creation of NFTs) without the prior written consent of PRECISMO by the Client is a breach of these Terms and Conditions and the Agreement.
  • Non-artistic photographs / videos. For the purposes of these Terms and Conditions, a non-artistic photograph or video means plain photographs and videos of the Item without additional (in particular graphic) interventions by PRECISMO. The Client may not make any interventions in any non-artistic video or photograph provided by PRECISMO without PRECISMO’s prior written consent, in particular, may not change the colors, shades, and text or images, and may not remove PRECISMO’s marking (logo), and may not change video formats and video codecs. For violation of the obligations under this paragraph, the Client is obliged to pay PRECISMO ten times the agreed price for the non-artistic photographs or videos that are disturbed.
  • Artistic photographs / videos. For the purposes of these Terms and Conditions, an artistic photograph or video means photographs and videos of the Items edited (in particular by means of graphic works) by PRECISMO. The Client may not remove the PRECISMO logo from an artistic photograph or video. If, on the other hand, the parties agree that the artistic photograph or video is delivered without PRECISMO logo, the Client may not add the PRECISMO logo to such performance itself. For breach of the obligations under this paragraph, the Client shall be obliged to pay PRECISMO ten times the agreed price for the artistic photographs or video that are disturbed.
  1. Price and payment terms
    • PRECISMO and the Client agree in the Agreement on the price for the performance provided.
    • Fixed amount. The Client is obliged to pay PRECISMO the agreed fixed amount for the creation of the 3D model and other performance under the Agreement.
    • Monthly package. The Client is also obliged to pay PRECISMO the agreed fee (usually monthly, unless otherwise agreed in the Agreement) for the use of the 3D model. This periodic fee is determined according to:
      • the agreed number of domains in which the 3D model may be displayed; and
      • the agreed number of views of the single 3D model.

Example: the Client and PRECISMO agree in the Agreement that the Client may use the 3D model on five domains, with a maximum of 10,000 views of the 3D model per domain.

  • In the event that the maximum agreed number of views of the 3D model is exceeded by at least 10% in a calendar month, the Client is obliged to pay PRECISMO a fee for each view above the agreed limit. This fee will be calculated as the agreed price per view according to the Contract increased by 40%.

Example: the Client has agreed on 10.000 views for 10.000 CZK. The price per one view is 1 CZK. However, in a given month 30.000 users view the 3D model. The Client is obliged to pay the company for these 20,000 unarranged views at a price of CZK 1.4 per view (a 40% increase on the original price).

  • In the event that the number of views of the 3D model exceeds the agreed number of views ten times, PRECISMO is entitled to stop the operation of the 3D model. This agreement also serves to protect the Client’s rights against possible attacks by third parties that could cause substantial costs to the Client for artificially induced views of the 3D model.

Example: the Client has contracted 10,000 views. In the first five days of the month, there will be 100,000 views of the 3D model. It is likely that this number of views is artificially induced and represents no real users. PRECISMO has the right to stop the operation of the 3D model in this case.

  • Trial Period. Within the Agreement, the parties may agree on a Trial Period of a maximum of three months, the purpose of which is to collect real data on the traffic of the Client’s individual domains. Based on the data collected during the Trial Period, PRECISMO will then determine an appropriate price package for the Client, which will be effective from the first day of the month following the end of the Trial Period. PRECISMO is obliged to select a package to match the number of views of the Client’s domains during the Trial Period.
  • The Client is obliged to pay PRECISMO the monthly fee according to the Agreement from the moment agreed in the Agreement. If no such time is agreed, the Client is obliged to pay the agreed monthly fee from the date on which the 3D model is handed over for use.
  • Any invoice issued by PRECISMO is due within 14 days of delivery to the Client. The Client agrees to the electronic sending of invoices.
  • The Client is obliged to make any objections to the invoice within 10 days of receipt of the invoice. Upon the expiry of this period, the invoice shall be deemed to have been accepted by the Client. In the event that any part of the invoiced amount is disputed between the parties, this shall not affect the Client’s obligation to pay the remaining (undisputed) part of the invoiced amount.
  • In the event of the Client’s delay in payment under the Agreement, the Client shall pay PRECISMO interest on the overdue amount at the rate of 0.05% of the amount due for each day of delay and to compensate for any damages and expenses related to the recovery of the amount.
  • Inflation clause. In the event that the Client pays PRECISMO’s remuneration in more than one payment, PRECISMO reserves the right to adjust its remuneration (i.e. the seconds and subsequent payments from the Client) by the increase in the consumer price index according to the CSO.
  1. PRECISMO rights to the 3D model
    • PRECISMO reserves all rights to the 3D model, any work of copyright that the 3D model may represent, and all rights to any other intellectual property that the 3D model may represent.
    • PRECISMO is entitled to dispose of the 3D model in any way it sees fit and to further monetize it, unless PRECISMO has granted the Client an exclusive license to the 3D model.
  2. Liability of the Client
    • The Client undertakes not to use any performance by PRECISMO in such a way that could endanger or violate PRECISMO’s rights or PRECISMO’s reputation. This obligation of the Client shall remain even if PRECISMO’s performance is used with PRECISMO’s consent by a third party, e.g. an end customer of the Client. In the event of a breach of this obligation, the Client shall be obliged to compensate PRECISMO for the damage incurred.
  3. Suspension of the provision of services
    • PRECISMO shall be entitled to suspend or limit its performance under the Agreement without further delay if the Client materially breaches its obligations under the Agreement or the Terms and Conditions. In particular, the following shall be deemed to be a material breach:
      • use of a 3D model, video or photograph in violation of the license agreement;
      • publication of content related to the 3D model that PRECISMO finds to be indecent, unethical or otherwise violating public policy or PRECISMO’s good name and reputation;
      • deliberate damage to PRECISMO’s reputation;
      • default in payment of any amount owed to PRECISMO.
    • As a result of a justified suspension or limitation of the provision of services by PRECISMO for a material breach, the Client shall remain obligated to pay the agreed price and the Client shall not be entitled to a refund on the price paid.
  4. Confidentiality
    • The Client agrees to keep confidential, for the duration and for a period of three (3) years after the termination of the Agreement, all information relating to PRECISMO’s business, trade secrets, facilities and know-how with which it has come into contact in the course of performance under the Agreement (Confidential Information). This agreement shall not reduce any statutory obligation of confidentiality and protection of trade secrets. The limitations set forth in this paragraph shall not apply to such disclosures or uses of Confidential Information that have been authorized in writing by PRECISMO or are required by applicable law. In the event that the Client discloses any Confidential Information to a third party for the purpose of the proper performance of the Agreement, the Client shall ensure that such third party (i) is familiar with the rules set forth in the Agreement and these Terms and Conditions and (ii) is obliged to comply with such rules to at least the same extent as Client. The Client shall be jointly and severally liable to PRECISMO for any breach by such third party as if such breach had been caused by the Client, regardless of whether such party obtained the relevant Confidential Information from the Client in accordance with or in breach of the Agreement or these Terms and Conditions.
  5. Duration and termination of the contractual relationship
    • The Agreement is agreed:
      • to the extent relating to the creation of the 3D model, photographs and videos, for a period of time until the settlement of claims under the Agreement relating to the provision of such performance;
      • to the extent relating to the monthly performance (i.e. making the 3D model available within the viewer) for an indefinite period;
      • if the Agreement in respect of the monthly performance is agreed for a fixed term, then the Agreement shall automatically renew on the anniversary date for the same term as agreed unless either party terminates the Agreement within 55 days before the agreed end of the agreed fixed term;
      • to the extent relating to intellectual property rights, for the duration of the proprietary rights (in the case of copyrights works), and for the duration of their registration (in the case of industrial property rights), the parties confirm that they are interested in such a long duration and waive the right to request early termination;
      • to the extent relating to confidentiality, for the duration of the agreed obligation.
    • Unless expressly stated otherwise, neither party shall be entitled to unilaterally terminate the Agreement.
    • PRECISMO reserves the right to terminate the Agreement if:
      • the Client materially breaches its obligations under the Agreement;
      • the Client repeatedly breaches its obligations under the Agreement and PRECISMO has notified the Client in writing of such breach; or
      • the provision of services by PRECISMO is no longer possible.
    • Termination of the Agreement does not affect the right to claim damages or contractual penalties or the obligation to pay the price for the performance already provided.
  6. Processing of personal data
    • PRECISMO’s performance is not intended for the administration and processing of personal data. The Client shall not act to make PRECISMO the controller or processor of the Client’s or third parties’ personal data without PRECISMO’s prior consent.
  7. Final provisions
    • If these Terms and Conditions stipulate that PRECISMO’s consent is required, such consent shall be deemed to be solely the consent given by the Managing Director of PRECISMO with an attached signature (whether manual or via AdobeSign).
    • The Terms and Conditions, the Agreement and legal relations arising from them are governed by Czech law.
    • The parties assume the risk of a change in circumstances.
    • Any contractual penalty arrangement under these Terms and Conditions or the Agreement does not exclude the right to compensation for damages and the entitled party is entitled to compensation for damages in addition to the contractual penalty.
    • The parties are obliged to inform the other party in writing of any facts which are or may be relevant to the proper and timely performance of their mutual obligations.
    • The date of delivery of any document shall be deemed to be the date on which the addressee received such document, otherwise the 10th day after the document was deposited at the addressee’s address. For the purposes of service of email messages between the parties, they shall be deemed to have been received at the time of dispatch. If any document is undeliverable to the other party as a result of its failure to cooperate, the date of delivery shall be deemed to be the date on which an unsuccessful attempt to deliver was made.
    • The Client acknowledges and agrees that PRECISMO is entitled to provide similar performance to third parties who are competitors in relation to the Client.
    • The Client acknowledges and agrees that PRECISMO will include the Client’s reference (including its logo) in PRECISMO’s marketing activities and presentation materials. The Client further agrees to receive business communications and other promotional or marketing materials from PRECISMO to the Client’s email address.
    • PRECISMO reserves the right to unilaterally amend these Terms and Conditions by notifying the Client by email at least 14 days prior to the effective date of such amendments. In the event that the Client does not express its disagreement with the proposed amendments or additions to the Terms and Conditions by email or in writing within 14 days of the notification, the Client shall be deemed to have agreed to the proposed amendments or additions to the Terms and Conditions and all contractual relations between the parties shall continue to be governed by the amended Terms and Conditions. In the event that the Client does not expressly agree to the change, PRECISMO shall be entitled to terminate the contractual relationship with respect to the performance not yet provided, otherwise the performance shall be governed by the previous Terms and Conditions.
    • The Client acknowledges that it does not acquire any rights to use registered brands, trade names, trademarks, company logos or patents of PRECISMO or other entities, unless otherwise agreed in a specific Agreement. The Client may not interfere or allow others to interfere with PRECISMO’s marking in its performances.
    • The content and binding force of the Terms and Conditions are not affected by the existence of any terms and conditions of the Client or other terms and conditions referred to by the Client.
    • The Client may not assign its rights and obligations under the Agreement to a third party without PRECISMO’s prior written consent.
    • The District Court for Prague 1 or the Municipal Court in Prague, as the case may be, shall have jurisdiction to resolve any disputes arising out of or in connection with the termination of Agreement and the Terms and Conditions.
    • These Terms and Conditions shall take effect on 9 November 2022.

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