1. These terms and conditions ("Terms and Conditions") form a legal agreement between Metropix VR Limited (company number 5032194) ("Metropix") and the user of its services ("You or Your"). These terms and conditions of business shall apply to all works that you request to be undertaken by Metropix or you undertake on the Website whether all floor plans provided by Metropix (whether as part of the draw your own, Plan Bank, Autodraw, DEA FreeDraw or Walkthrough tour service) (a "Work"), unless otherwise specifically agreed in writing. By placing an order for a Work online or by ordering a Work via telephone, fax, post or email with Metropix, by accessing the website Metropix.com or any domain name or website owned or controlled by Metropix (the Website") or by requesting Metropix to undertake a Work on Your behalf, You signify that you have read, understood and agree to be bound by these Terms and Conditions whether or not You are a registered user of the Website. All orders and requests for Works or any additional services will be subject to Metropix's acceptance which will be notified to You when Metropix confirms the order and will be governed by these Terms and Conditions. Metropix reserves the right not to accept any request to undertake a Work placed by You and/or to cancel any Work even after it has been accepted by Metropix. Metropix's policy is that once an order has been placed for a Work it cannot be cancelled by You. Metropix reserves the right to amend these terms and conditions from time to time and new versions of these terms and conditions will be posted on Metropix's web site and will be effective in relation to all orders placed by You after the date that they appear on the Website. If you do not agree to be bound by these or any future Terms and Conditions, do not use or continue use or access this website or use any of the Works. It is your responsibility to check to on all changes to the Terms and Conditions. 2. You agree to provide current and accurate information as is sometimes requested by Metropix from time to time by any registration forms on the Website. You also agree to keep confidential the security of your password and identification. 3. Metropix provides various services from time to time, which may include but are not restricted to licensing floor plan drawing software, creating 3D floor plans, creating walkthrough tours, hosting web pages, creating interactive floor plans, access to Metropix's archive of floor plans and a map service ("the Service"). All content on the Website and available through the Service, including designs, text, graphics, pictures, information, applications, software, sound and other files are the property of Metropix or third parties which license such rights to Metropix (the "Website Architecture"). No Website Architecture, nor any part of it, may be modified, copied, framed, distributed, scraped, posted, used or sold in any form or by any means. Full details of all services offered by Metropix from time to time and the prices charged for such services are set out on the Metropix web site. 4. Where necessary for the Work Metropix shall grant to You a limited non transferable licence to use the Website Architecture accessed via the Website only. You accept that You have no right, title or interest in or to the copyright or any other intellectual property rights (including without limitation know-how and rights in inventions) subsisting in the Website Architecture. The licence to use the Website Architecture in the normal course of Your business is subject as follows: a. You agree not to assign, sub-license or otherwise transfer any or all of the rights hereby granted to use the Website Architecture. b. Save to the extent that such acts may not lawfully be prevented, You shall not modify, adapt, disassemble, decompile or otherwise reverse engineer any or all of the Website Architecture. c. You agree not to use the Software for any purpose other than the creation of floor plans for submission to Metropix. d. You agree to use at least one account per office or other location of business requiring Metropix floor plans and to not disclose login details to any other party e. You agree not to use any floor plan drawn using the Website Architecture for any purpose until it has been transmitted to Metropix and processed by Metropix. 5. The licence hereby granted to You shall continue without limit in time unless terminated by You ceasing to order any Work. Any termination of this agreement shall automatically terminate such licence. 6. Metropix's fees are set out on the Metropix web site and are subject to change from time to time. All changes to fees will be posted on Metropix's web site and will be effective in relation to all orders placed by You after the date that they appear on Metropix's web site. Metropix's fees are payable by You at the point of order. Where You opt for a Metropix monthly subscription and pay using a credit or charge card You agree to Metropix charging Your credit or charge card on an ongoing monthly basis for the subscription falling due accepting always that this authority may be cancelled at any time giving at least 72 hours notice prior to the next subscription becoming due. Where You choose to pay fees in advance, the funds will be held on account by Metropix. Should Your subscription expire, and You have sufficient funds on account, You agree to Metropix using the funds on Your account to renew Your subscription. On occasions where Metropix agrees that You are able to pay for a Work after its completion of the invoice shall be made within 7 days of the date of the invoice. Metropix reserves the right to charge interest at 4% above The Royal Bank of Scotland's base rate from time to time for any amounts outstanding beyond 30 days. All invoices are subject to VAT where applicable. If, despite reminders, You have still not paid any amount outstanding after 90 days, then Metropix reserves the right to add a charge of 650 pounds sterling to the outstanding amount to cover debt collection administration which is a genuine estimate of the costs Metropix will incur in taking steps to collect the debt from You. 7. Where You choose the "draw your own service" to create a floor plan You are responsible for the drawing of floor plans and submitting them to Metropix. Metropix will use reasonable skill to improve a floor plan in fulfilment of a Work. You are responsible for the accuracy of all floor plans and all floor plans supplied to Metropix. Where You choose the "Autodraw" service, You are responsible for providing to Metropix a clear sketch of the property which contains the information required by Metropix to convert this into a floor plan. Metropix will use reasonable skill to create the floor plan where the Autodraw service is selected. You are responsible for the accuracy of all sketches You provide to Metropix and for checking all floor plans supplied by Metropix or on its behalf. 8. You accept that any and all Works are intended for indicative purposes only, are not intended to be scale drawings and measurements and areas quoted are approximate, whether or not a disclaimer appears on the drawing. It is Your responsibility to check all floor plans to ensure that they are correct in all requirements. UK customers are advised to take note of the requirements of the Property Misdescriptions Act 1991 ('PMA'). It is Your responsibility to ensure that a floor plan is an accurate representation of the property. Metropix accepts no liability whatsoever for any error or omission or inadvertent mis-statement in a floor plan. Your attention is drawn to the limitation of Metropix's liability stated below. 9. You accept that "walkthrough tours" created by Metropix are based on the information You supply within the floor plan. This includes but is not limited to the positioning of walls, stairs, windows, doors, and kitchen and bathroom fittings. Metropix will use reasonable skill to create the walkthrough in fulfilment of a Work. You accept that the decorative state shown within a walkthrough tour is not necessarily representative of that property's current decorative state. You accept that fitted items design and colour included in the walkthrough tour, such as but not restricted to, wall and floor materials, kitchen and bathroom furniture/fittings, light fittings, are not necessarily representative of those within the property currently. It is Your responsibility to check all walkthrough tours supplied to ensure that they are correct in all requirements. 10. Where Metropix agrees as part of a Work to host files on Metropix's web server, then in the absence of a specific agreement to the contrary, such hosting will be provided for a period of up to six months only (from the date the Work was crated), or, relating to an individual walkthrough or tour, 1000 views, whichever alternative is achieved first. At the expiry of this six month period, or such other period as shall have been agreed, or the 1000 or more views of a walkthrough or tour, Metropix will have the right, without notice, to remove the files from its web server. Metropix may offer to extend the web hosting for a fee to be agreed with You. 11. You are and will remain responsible for ensuring that the display and distribution of floor plans and walkthrough tours, via internet, post, hand delivery, fax or email complies with all relevant legislation including where applicable and without limitation, the Property Misdescriptions Act 1991. You warrant that You have all necessary consents and the authority to Work the floor plan or walkthrough tour of the premises in question and that any information You provide and its use by Metropix will not infringe the intellectual property rights or any other rights of any third party. You shall fully indemnify and keep indemnified Metropix on demand against any and all loss, damages, costs, expenses or other claims arising from any breach of these warranties. 12. You warrant that you have obtained in writing all necessary rights, consents and licenses from the owners, lessors or licensee of all properties and estates which are the subject of the Works to the display, distribution and retention of photographs included within interactive floor plans and walkthrough tours ("the Photographs"). You warrant that either You own the copyright in the Photographs and You hereby grant to Metropix an irrevocable, perpetual, non-exclusive, transferable royalty free worldwide licence and right to use, copy, display, reformat, amend, change, excerpt, distribute or sub-license for profit or otherwise in public the Photographs both for the purposes of the Work and any other purpose or to retain and use the Photographs for such purposes as Metropix sees fit from time to time and You warrant that You have all necessary license, consent and the authority to use the Photographs and are entitled to and hereby sub-license Metropix to use the Photographs all for the purposes of the Work and to retain and use the Photographs for such purposes as Metropix sees fit from time to time. You shall fully indemnify and keep indemnified Metropix on demand against any and all loss, damages, costs, expenses or other claims arising from any breach of these warranties and licences. 13. Where as part of the services Metropix provides You are given access to Ordnance Survey maps ("the Maps") the ability to use the Maps in the normal course of Your business is subject as follows: a. You may only use the Maps for a period of one year. b. All use of the Maps is on the Standard Licence Use terms imposed on Metropix by Ordnance Survey ("the OS Terms"). A full copy of the OS Terms from time to time is available on the Metropix web site at this location: http://www.metropix.co.uk/mtpix/osterms.pdf c. You have no right to sublicense, resell, assign or transfer any of the Maps. d. Access to Maps must be restricted to one computer within Your office only. e. Where You use a third party to market and advertise properties on the internet on your behalf any access to Maps must be restricted such that the access is through Your website and not the third party's website. f. The Maps are provided to Metropix by Ordnance Survey ("OS") and the terms on which Metropix may grant you access to the Maps is set out in various agreements between Metropix and Ordnance Survey ("the Metropix Agreements"). g. You accept and agree to be bound by the OS Terms from time to time and You shall fully indemnify and keep indemnified Metropix on demand against any and all loss, damages, costs, expenses or other claims arising from any breach by You of the provisions of this clause 11 and/or the OS Terms and/or any of Your acts and/or omissions which may cause Metropix to be in breach of the Metropix Agreements. h. You acknowledge and agree that the Maps are provided by Ordnance Survey and that Metropix are unable to and do not warrant the accuracy and/or completeness of the Maps. It is therefore Your responsibility to undertake all necessary inspections to be satisfied that there are no defects or failures within the Maps. i. You acknowledge and agree that under the Metropix Agreements Metropix are obliged to maintain a list of the names and addresses of all actual and prospective End-users (as defined) and to make a copy of that list available to Ordnance Survey. Ordnance Survey may contact You at any time to ensure Your compliance with the OS Terms. 14. Metropix warrants that it will use reasonable skill and care to provide the Work. All other warranties express or implied are hereby excluded to the fullest extent permitted by law. Any liability Metropix may have (whether in contract, tort, including negligence or otherwise) shall be limited to the total fees paid by You under this agreement. Metropix shall not be liable to You or to any third party for any loss of profits, loss of sales, loss of turnover or loss of use or corruption of data or software or for any indirect, consequential or special loss. Nothing in these terms and conditions excludes Metropix's liability in respect of fraud or in respect of death or personal injury caused by Metropix's negligence. Metropix does not guarantee that any of its walkthrough tours shall be viewable on any particular computer system. Metropix shall not be responsible for any delay or failure to carry out Works for reasons beyond Metropix's reasonable control including but not limited to the acts or omissions of a third party or Your failure to perform Your obligations. In the event of a dispute about the quality of floor plans or walkthrough tours provided to You, Metropix may at its sole discretion, elect to provide an additional floor plan or walkthrough tour or offer a full refund of any monies paid. You are solely responsible for making any and all back up copies of the Work. This section shall survive the termination of this agreement for any reason. 15. Metropix reserves the right to terminate this agreement without notice for any reason including non-payment of fees. Metropix's fees shall be payable immediately on termination or expiry howsoever caused of this agreement. 16. You warrant that you have obtained in writing all necessary rights, consents and licenses from the owners, lessors or licensee of all properties and estates which are the subject of the Works to the display, distribution and retention of Works created from those properties included within the Service. You hereby grant to Metropix an irrevocable, perpetual, non-exclusive, transferable royalty free worldwide licence and right to use, copy, display, reformat, amend, change, excerpt, distribute or sub-license for profit or otherwise in public the Work both for the said purposes of the Work and any other purpose envisaged or proposed by Metropix or its assignees or to retain and use the Works for such purposes as Metropix sees fit from time to time and You warrant that You have all necessary license, consent and the authority to use the Works (and any preparatory works on which they are based) and are entitled to and hereby sub-license Metropix and its assignees to use the Works all for the purposes of the Work and to retain and use the Works for such purposes as Metropix sees fit from time to time. You shall fully indemnify and keep indemnified Metropix on demand against any and all loss, damages, costs, expenses or other claims arising from any breach of these warranties and licences. With the exception of materials provided or created using the DEA FreeDraw service, Metropix hereby grants You a licence to use the Materials for the purposes of the sale and marketing of the relevant property only and for no other purpose. With regards to Materials created or provided using the DEA FreeDraw service, Metropix herby grants You a licensee to provide to estate agent who are clients of Metropix only those Materials through the Metropix web site only and for no other purpose. You hereby grant to Metropix all necessary licence and right to use any text and other information relating to any property both for the purposes of the Work and to retain and use for such purposes as Metropix sees fit from time to time. 17. These terms and conditions form the only agreement between Metropix and You. If a court decides that any part of these terms and conditions cannot be enforced, then that part will not apply. The rest of these terms and conditions will continue to apply. Any notice given under these terms and conditions must be made in writing and sent by pre-paid first class post to the parties' respective addresses. Metropix's address is Metropix VR Limited, 5-7 Abbey Court, Eagle Way, Sowton Industrial Estate, Exeter, Devon EX2 7HY, UK. Notices shall be deemed to have been received three working days after the date of posting. These terms and conditions shall be governed by English Law and Metropix and You hereby submit to the exclusive jurisdiction of the English courts. 18. For the purposes of the Contracts (Rights of Third Parties) Act 1999 these Terms and Conditions are not intended to and do not give any person who is not You or Metropix any right to enforce any of its provisions save that Ordnance Survey may enforce any of these terms and conditions against You in accordance with the Contracts (Rights of Third Parties) Act 1999. 19. You shall not assign or sub-licence these Terms and Conditions or the benefit or burden of it or any part of it to any other person. Metropix has the right to assign or sub-contract any of its rights or obligations under any contract between Metropix and You. Metropix shall be entitled at its discretion to sub-contract any of its obligations under these Terms and Conditions.