1. Definitions
TERM DEFINITION
Access The ability for a Person to access and use the Services.
Agreement The agreement entered into between Virtual Surveyor and You as to a Trial Period and/or a Subscription under the terms and conditions set forth in the present Terms of Service.
Billing Cycle Each new (Initial or Subsequent) Subscription Term equals a billing Cycle.
Content Any online or offline information, documentation, audio and/or video, made available by Virtual Surveyor on the Website.
Device A unit of physical hardware that provides computer functions such as a desktop computer, tablet or laptop.
Free Plan A Subscription to a limited functional access level of the Services free of charge (Subscription Fee is nihil).
Number of Users The total number of Users that can Access the Services at the same time.
Person A unique and individual human being.
Plan A functional access level as to the Services.
Services The Virtual Surveyor Desktop Software, My Virtual Surveyor Online Service, Support Services and Content, including any and all updates and new releases.
Subscription A subscription that allows You to Access the Services in accordance with a Plan during the Subscription Term against settlement of the Subscription Fee.
Subscription Fee The Subscription fee set forth in article 6.6.
Subscription Term The duration of a Subscription.
Support Services The support services set forth in article 8.3.
Terms of Service The present terms of service.
Trial Period A limited trial period as to the Services.
User A Person that is granted Access to the Services via Your Virtual Surveyor ID.
User pool A group of Users, exceeding the Number of Users, that share Access to the Services.
Virtual Surveyor ID Your Virtual Surveyor account on the Website, managed by My Virtual Surveyor Online Service, linked with a unique e-mailaddress and password.
You Any natural person or corporation, sustainably pursuing an economical goal.
Website www.virtual-Surveyor.com, my.virtual-surveyor.com, support.virtual-surveyor.com


2. General

2.1. Scope

The present Terms of Service shall govern any Agreement entered into by You and Virtual Surveyor as to the Services.

2.2. Applicability

You confirm to have read these Terms of Service and agree to be bound by these Terms of Service. These Terms of Service shall apply to the Agreement with the exclusion of any other terms and conditions, including Your general purchase conditions, unless express, prior and written agreement. Even in the event other terms and conditions would apply to the Agreement, these Terms of Service shall apply in addition to such terms and conditions, as to every issue that is not fully addressed in such terms and conditions.

2.3. Modification

Virtual Surveyor is entitled to modify these Terms of Service from time to time. Any modification of these Terms of Service, shall be notified to You per e-mail prior to its entry into force. Any Access to the Services subsequent to such notification, shall be deemed as Your acceptance of such modification.

2.4. Qualification

You are a natural person or a corporation, sustainably pursuing an economical goal. You are not a natural person that acts for purposes outside of his/her trade, business, craft or professional activity. The Agreement shall be qualified as a license agreement as to the Services, based on which You are entitled Access the Services in accordance with the terms and conditions of these Terms of Service.

2.5. Organization Owner

In the event You engage in a Subscription, You shall assign an organization owner that is authorized to manage such Subscription and to act as Your sole point of contact for Virtual Surveyor as regards such Subscription. You are entitled to change Your organization owner in accordance with the procedure set forth on the Website.



3. Authentication

In order to engage in a Trial Period or a Subscription, and/or in order to Access the Services, You are required to authenticate via a Virtual Surveyor ID on the Website, in accordance with the authentication procedure set forth on the Website. You can create multiple Virtual Surveyor ID’s on the Website, but any of those Virtual Surveyor ID’s shall be used exclusively by You, and not by any other Person. You are exclusively liable for any loss or unauthorized use of Your Virtual Surveyor ID’s.



4. Information

During authentication, and continuously during the term of the Agreement, Virtual Surveyor may require You to provide information via the Website. You agree that this information shall be up-to-date, complete and accurate and that it shall keep this information at all times up-to-date, complete and accurate during the term of the Agreement. You shall notify Virtual Surveyor without delay as to any modifications as to such information. To the extent such information contains personal data, the privacy policy of Virtual Surveyor shall apply.



5. Trial Period

You are entitled to one Trial Period, during which all functionalities of the Services shall be available for a limited period of time, in accordance with the applicable terms and conditions set forth on the Website. Virtual Surveyor may, at its sole discretion, extend such Trial Period. At the end of the Trial Period, You shall no longer be able to continue to Access the Services without Subscription. During the Trial Period, Virtual Surveyor’s logo shall appear on every outcome of the Services. Virtual Surveyor is entitled, at its discretion, to limit the amount of Trial Periods entered into by Persons within the same organization.



6. Subscriptions

6.1. Plan

A Subscription grants access to the Services under the Plan You have subscribed to, as set forth on the Website.

6.2. Users 

A Subscription is limited to the relevant and applicable Number of Users, as set forth on the Website. A User’s access to the Services is limited to a maximum of three (3) Devices.

6.3. User Pool 

Notwithstanding article 6.2, Virtual Surveyor may agree to a User Pool, allowing more Users than the Number of Users to Access the Services, but restricting simultaneous Access to the Number of Users. All Virtual Surveyor ID’s of the Users in the User Pool shall always have the same company domain as the domain name, or domain names, associated with such User Pool. A Pooling agreement may be terminated by Virtual Surveyor without prior notice at the end of every Billing Cycle. A Pooling agreement may also be terminated by Virtual Surveyor immediately and without prior notice in the event Users share their Virtual Surveyor ID(‘s).

6.4. Pay per User 

The Services are provided by Virtual Surveyor an a “Pay per User” -basis, meaning that each User is a Person and shall not allow another Person to Access the Services via its Virtual Surveyor ID.

6.5. Subscription Term 

The initial term of a Subscription is set forth on the Website (“Initial Subscription Term”). In the event You have engaged the “Auto Renew“ -option on the Website, the Subscription shall, at the end of the Initial Subscription Term, be automatically renewed for subsequent periods equal to the Initial Subscription term, or a term otherwise set forth on the website (“Subsequent Subscription Term”), as long as the “Auto Renew“-option is engaged, without prejudice to Article 10. In the event You have not engaged the “Auto Renew“ -option on the Website, or You have disengaged the “Auto Renew”-option at any time during an ongoing term, the Subscription shall automatically terminate at the end of the ongoing term, being the Initial Subscription Term or a Subsequent Subscription Term, whatever applies.

6.6. Subscription Fee 

Virtual Surveyor is entitled to a Subscription Fee, applicable at the time of Your Subscription, the renewal of Your Subscription and/or a change of Your Subscription in accordance with Article 7, as set forth on the Website. The Subscription Fee indicated on the website is the net Subscription Fee due for the relevant Subscription. You shall be exclusively responsible to settle any and all relevant and applicable additional fiscal and non-fiscal costs related to the applicable Subcription Fee of Your Subscription. The Subscription Fee is due, and shall be automatically billed to Your credit card, at the beginning of each Billing Cycle and prior to access and use of the Services, as set forth on the website, unless prior and written agreement, that may be modified or terminated by Virtual Surveyor at the end of each Billing Cycle. An invoice as to the Subscription Fee shall be subsequently made available to You in the My Virtual Surveyor Online Service. In the event Virtual Surveyor has agreed to invoice the Subscription Fee without prior payment through Your credit card, such invoices shall become due within fifteen (15) days following the invoice date. Under penalty of forfeiture, any complaint as to such invoice: 1) shall be notified to Virtual Surveyor in writing within the relevant due date, 2) shall detail the reasons for such complaint and the amount in dispute and 3) shall be accompagnied by a settlement of the invoiced amount not in dispute.

6.7. Free Plan 

Virtual Surveyor may, from time to time and at its exclusive discretion, grant You access to a Free Plan, in accordance with the applicable terms and conditions set forth on the website. The Subcription Fee of a Free Plan is nihil. Any such Free Plan agreement may be terminated by Virtual Surveyor upon a one month prior written notice.

6.8. Special Offers

From time to time Virtual Surveyor may offer clients and prospects special offers and discounts. All such offers are subject to our normal terms and conditions, they are always at the sole discretion of Virtual Surveyor and can be canceled or terminated at any time. Special offers and discounts are provided "as is" and cannot be exchanged for a cash equivalent. If for any reason the special offers and discounts are not capable of running as planned for any reason Virtual Surveyor reserves the right in its sole discretion, to cancel, terminate, modify or suspend the special offer or discount.



7. Changing a Subscription
You can change Your Subscription at any time through the My Virtual Surveyor Online Service as follows: (i) Plan, (ii) number of Users, and (iii) Billing Cycle. 

The following definitions shall apply when changing a Subscription:

  • “Upgrade” means that the level of Services, the number of Users and/or the relevant Subscription Fee of the Subscription You are changing to, will increase, in accordance with the terms and conditions set forth on the website;  
  • “Downgrade” means that the level of Services, the number of Users and/or the relevant Subscription Fee of the Subscription You are changing to, will decrease, in accordance with the terms and conditions set forth on the website;

Any Upgrade shall enter into force and effect as from the moment You have engaged the Upgrade in the My Virtual Surveyor Online Service. The difference between the Subscription Fee applicable prior to the Upgrade and the Subscription Fee applicable following the Upgrade, shall be billed to You immediately, prorated for the remaining time of the ongoing Billing Cycle. 

Any Downgrade shall enter into force and effect at the end of the ongoing Billing Cycle during which You have engaged the Downgrade in the My Virtual Surveyor Online Service. The applicable Subscription Free following the Downgrade shall be billed to You as from the start of the next Billing Cycle.



8. Services

8.1. In general

The Services are set forth on the Website. Virtual Surveyor is entitled, at any time, without prior notice and effective immediateley, to modify or discontinue one or more (aspects of) the Services. 


8.2. Service Access 

The Services shall be accessible on a best effort basis 24-hours a day, 7-days a week, excluding periods of service outage (“Service Outage”). Periods of Service Outage are periods during the Services cannot be provided for reasons of maintenance, network and/or server failure, supporting services failure (including, but not limited to, telecommunications, hosting and power), computer viruses, destruction or damage to Virtual Surveyor facilities, acts of nature, war, civil disturbance, court order, legislative or regulatory action, abnormal weather condition, third party interference and/or any other causes beyond Virtual Surveyor‘s control. Service Access is at all times dependent on internet and network connection.  

8.3. Service Support 

Virtual Surveyor shall provide remote customer Support Services free of charge via email, chat, phone or video conferencing, Monday through Friday, from 9.00 a.m. until 5.00 p.m. local Virtual Surveyor support facility time, except on public holidays. Support Services shall be provided from Virtual Surveyor’s local support facilities as set forth on the Website. Support Services shall be provided on a best effort basis and relate to the Services only. Virtual Surveyor does not guarantee any response time. Training on how to use Virtual Surveyor Software, on-site visits and Photogrammetry services are not considered as Support Services. An additional charge may apply, based on the then-current rates for time and materials for such services. 

8.4. Versions and Interoperability 

Virtual Surveyor may offer from time to time new versions of the Services via automatic updates. You are required to use at all times the latest version of the Services. Virtual Surveyor does not warrant interoperability between Service versions and/or feature compatibility between Service versions. Virtual Surveyor shall grant no access to older Versions following automatic updates. 

8.5. Fair use 

You shall make fair use of the Services. Fair use means that Your use is in compliance with Virtual Surveyor terms of service, any and all relevant and applicable rules and regulations and does not infringe any third party (intellectual property) rights.



9. Overdue Payment

In the event of overdue payment, Virtual Surveyor shall be entitled to a yearly interest calculated on the outstanding amount on a day to day basis, at the legal interest rate (Belgian Law 02/08/02), and to a lump sum indemnification for out of court recovery costs, calculated at 10% of the outstanding amount.



10. Term and termination

The Agreement shall enter into force and effect as from the moment of authentication by You on the Website, as set forth in Article 3, and shall remain valid for the duration of the existence of Your Virtual Surveyor ID(‘s).

Virtual Surveyor is entitled, in its sole discretion, either to suspend the performance of its obligations under this Agreement, to terminate this Agreement, or take appropriate action (as further defined), without prior notice and effective immediately, in the event:

  • You are in default of one or more obligations under this Agreement;
  • You commit an act of dishonesty, disloyalty or fraud with respect to Virtual Surveyor, its business or its products and/or services;
  • You have become insolvent, bankrupt, dissolved or liquidated, or have voluntarily or on third party request entered into any proceedings for that purpose;
  • You have transferred Your license as to the Services without express, prior, written agreement;
  • You are or has become a direct competitor of Virtual Surveyor;
  • You share Your Virtual Surveyor ID with another Person;
  • You are reasonably suspected of providing false information as set fort in Article 4;
  • You are reasonably suspected of any attempt to gain unauthorized access to the Services or its related systems or networks;
  • You are reasonably suspected of accessing the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;
  • You are reasonably suspected of any action to license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services provided by Virtual Surveyor in any way;
  • You are reasonably suspected of any action to modify or make derivative works based upon the Services;
  • You create Internet "links" to the Services or "frame" or "mirror" any Content on any other server or wireless or Internet-based device;
  • You are reasonably suspected of any action to reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services;

Appropriate action shall mean any action that is aimed at the termination of the use of the Services in violation of this Terms of Service, include blocking a Virtual Surveyor ID from Access and/or blocking a Device from Access.

During a suspension of the Agreement, the relevant Subscription Fee shall remain due. You are liable as to any cost related to the reinstatement of the Services following termination of a suspension period.



11. Force Majeure

Neither Party will be liable for any failure or delay in performing any obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts, omissions laws or regulations, labor strikes or difficulties, communications systems breakdowns or failure of the Internet, hardware or software failures (other than those attributable to the Party hereto that has failed to perform hereunder), transportation stoppages or slowdowns or the inability to procure supplies or materials. If any of these causes continue to prevent or delay performance for more than 14 days, the affected Party may terminate this Agreement, effective immediately upon written notice to the other Party. Notwithstanding the foregoing, this section shall not apply to requirements to make payments.



12. Liability

Virtual Surveyor provides the Services “as is” and does not warrant that the Services meet any express or implied requirement or are fit for a particular purpose, whether notified to Virtual Surveyor or not.

Virtual Surveyor endeavors to provide the Services error-free, and to correct any defect in the Services notified to Virtual Surveyor within a reasonable timeframe. 

Virtual Surveyor endeavors to provide the Services uninterrupted and without delay. In no event Virtual Surveyor shall be liable for any interruption or delay in the provision of the Services that is caused by a force majeure event, including network and/or server failure, supporting services failure (including, but not limited to, telecommunications, hosting and power), computer viruses, destruction or damage to Virtual Surveyor facilities, acts of nature, war, civil disturbance, court order, legislative or regulatory action, abnormal weather condition, third party interference and/or any other causes beyond Virtual Surveyor‘s control. 

Virtual Surveyor shall not be held liable for indirect, incidental, consequential and/or special damages, including loss of business or goodwill, loss of production, loss of profit and loss of data. 

The liability of Virtal Surveyor under the Agreement shall be in any event limited to the Subscription Fee paid by You under the Agreement during a twelve (12) month period immediately preceding the event giving rise to the liability claim.



13. Indemnification

You shall indemnify and hold Virtual Surveyor, its shareholders, directors and employees harmless from and against any and all liability, losses, costs and expenses (including attorneys' fees) in connection with any claim by a third party arising out of (1) Your material breach of this Agreement, (2) any unlawful use of Your Virtual Surveyor ID and/or (3) any claim arising out of the Data provided by You, including claims for defamation, violation of rights of publicity and/or privacy, intellectual property right infringement or misappropriation and any claim or liability relating to the content, quality, or performance of Data that You submit to or use with the Services.



14. Intellectual Property Ownership

You agree that all intellectual property rights related to the Services, including all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, copyrights, designs, service marks, know-how, information, data and technology, are and shall remain at all times the exclusive property of Virtual Surveyor. Any use of any such intellectual property rights requires the prior consent of Virtual Surveyor and, except as specified in this Agreement, You shall acquire no rights whatsoever in or to such intellectual property rights.



15. License to Data

You hereby grant to Virtual Surveyor a royalty-free, non -exclusive, irrevocable right to access and log (i) any information concerning Identities' actions and entries in the Services and (ii) any other information You provide to Virtual Surveyor ("Data") for the purposes of (a) providing You with reports, (b) compiling statistics, metrics, insights and general trend data about the Services usage for, among other things, service improvements, marketing and promotional purposes. Our privacy policy applies to any personal Data accessed and logged.



16. Privacy Policy

The privacy policy sets forth Your and Virtual Surveyor’s rights and responsibilities with regard to personal information. Our privacy policy is located on our Web site at https://www.virtual-surveyor.com/privacy-policy.



17. Feedback

Virtual Surveyor may provide You with a mechanism to provide feedback, suggestions and ideas, if You choose, about its Services (“Feedback”). You agree that Virtual Surveyor may, in its sole discretion, use the Feedback You provide to Virtual Surveyor in any way, including in future modifications of the Services, multimedia works and/or advertising, marketing and promotional materials relating thereto. You hereby grant Virtual Surveyor a perpetual, worldwide, fully transferable, sub-licensable (through multiple tiers), non-revocable, fully paid-up, royalty free license to use, modify, create derivative works from, distribute, display and otherwise exploit any information You provide to Virtual Surveyor in the Feedback.



18. Export Restrictions

You shall fully comply with all relevant export laws and regulations, including, but not limited to, the E.U. Regulation (EC) No. 428/2009 on control of exports, transfer, brokering and transit of dual-use items, and the U.S. Export Administration Regulations and Executive Orders ("Export Controls"). You warrant that You are not a person, company or destination restricted or prohibited by Export Controls ("Restricted Person"). You shall not, directly or indirectly, export, re-export, divert, or transfer the Services, any portion thereof or any materials, items or technology relating to Virtual Surveyor‘s business or related technical data or any direct product thereof to any Restricted Person.



19. Miscellaneous

19.1. Entire Agreement

This Agreement is the complete agreement between You and Virtual Surveyor. Any modification of the terms herein must be in a writing signed by an authorized representative of Virtual Surveyor and expressly referencing the applicable provisions of this Agreement. 

19.2. Severability 

If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible under the relevant and applicable law, so as to reflect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. 

19.3. Waiver 

Virtual Surveyor‘s acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive Virtual Surveyor‘s right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of Virtual Surveyor‘s to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Neither party’s failure to exercise or delay in exercising any of its rights under these terms will constitute or be deemed a waiver or forfeiture of those rights. 

19.4. Assignment 

This Agreement may not be assigned by You without the prior written approval of Virtual Surveyor, but may be assigned without Your consent by Virtual Surveyor (a) to a parent or direct or indirect subsidiary, (b) in an acquisition of the assets including the Services, in whole or in part, (c) to a successor in a share purchase agreement or by way of merger. Any assignment in violation of this section will be void. 

19.5. Change of Control 

Any actual or proposed change in control of Your company that results or would result in a direct competitor of Virtual Surveyor directly or indirectly owning or controlling 25% or more of Your company shall entitle Virtual Surveyor to terminate this Agreement without notice and effective immediately. 

19.6. Transfer of license 

The Agreement grants You a non-exclusive, non-assignable, indivisible licence to use the Services in accordance with the terms and conditions of this Agreement. All license transfers are subject to express, prior and written approval by Virtual Surveyor. A transfer fee may apply and shall be determined by Virtual Surveyor in its sole discretion. 

19.7. Notice 

Virtual Surveyor may give notice by means of a general notice on the Services, electronic mail to Your e-mail address on record in Virtual Surveyor customer relationship management system, or by written communication sent by mail to Your billing address. You may give notice to Virtual Surveyor at any time by electronic email or by written communication sent by mail to Virtual Surveyor contact details: 

NV Virtual Surveyor
Philipssite 5 Box 20
B-3001 Leuven
Belgium

19.8. Applicable Law and competent court 

This Agreement will be governed by the laws of Belgium. The courts of Belgium, Hasselt, are competent to rule over any dispute as regards this Agreement. 

19.9. Version 

These Terms of Service are effective from August 2019. Contact us if You require information about modifications compared to previous versions of the Terms of Service. Version reference: TS2019.01