Version in effect as of June 2018.


Habiteo, a simplified joint-stock company (SAS) with a capital of 40,215.94 euros, whose head office is located at 7, rue Faubourg Poissonnière, 75009 Paris, registered on the Paris Trade and Company Register under number 798 867 503, carrying out its activities under the trade name Habiteo, (« the Service Provider » or « HABITEO »), has developed expertise in 3D modelling and virtual tours and has developed a complete range of digital tools for property development distributed in SaaS mode (the « Property Developer »).

HABITEO and the Property Developer hereinafter alone or collectively referred to as the « Party » or the « Parties ».


Terms beginning with a capital letter have either the definition given directly to them in the body of the text or the following definition:

« Beneficiary »: means any legal entity in charge of the marketing of the Property Developer’s scheme as well as any company satisfying at least one of the criteria of Article L233-3 I and II of the French Commercial Code, using the Services and benefiting from all or part of the Solutions, it being understood that the Property Developer may also be a Beneficiary.

« Quotation »: means the Service Provider’s commercial proposal signed by the Property Developer detailing the Services subscribed, the Service Provider’s Solution(s) and the applicable prices, as well as identifying the entity receiving the Solutions and the entity to be invoiced.

« Property Developer Elements »: means all the elements provided by the Property Developer relating to the property development scheme described in the Property Development File, including, but not limited to, trademarks, plans, descriptive notices, the Property Developer Worksheet, blueprint, cross-section, line drawing, mood board, drawings, sketches, texts, images, graphics, data, audio, video, photographs.

« Property Development File »: means the document completed by the Property Developer providing technical information on the relevant property development scheme for the provision of the Solutions and in particular modelling;

« Deliverables » means all the elements transmitted by the Service Provider to the Property Developer within the scope of the Solutions, as defined in the Quotation;

« MyHabiteo« : means a platform hosted by HABITEO for the use of the Property Developer enabling them to monitor and manage the scheme as well as their prospective clients and their digital content according to the subscription chosen by the Property Developer.

« Habiteo Website » or the « Website »: means the websites accessible at the addresses and or any other URL that replaces these at the discretion of the Service Provider.


The purpose of these terms and conditions (« T&Cs ») is to define the terms and conditions (i) for the subscription to Services and the purchase of Solutions from HABITEO and (ii) the provision by HABITEO of these Services and Solutions. The applicable T&Cs are those in effect when the Client signs the Quotation. Together, the T&Cs, the Quotation and the Property Development File constitute the contract between the Parties (the « Contract »).


3.1.Description of the Services

The Services offered to the Property Developer (the « Services ») include the access and use of MyHabiteo with free of charge access for one (1) Single User, and the Mini-Site for a specific scheme. In the case of SaaS solutions, the modifications and, as the case may be, the improvements made to functionally like-for-like services by HABITEO, may be made available to the Property Developer and the Beneficiaries. HABITEO makes no commitment to provide the Property Developer and Beneficiaries with access to new features or modules that might be developed and/or offered by HABITEO in the future for which HABITEO reserves the right to grant access to these parties only upon payment by the Property Developer of usage fees.

3.2.Descriptions of Modelling Solutions

The solutions (the « Solutions ») consist of the provision of Deliverables, in particular:

  • The modelling of the scheme under the conditions specified in the PROVISION OF MODELLING SOLUTIONS according to the Quotation, namely: the design and creation of digital graphic content and modelling, particularly in 3D, carried out by the Service Provider as part of the Solutions such as videos, 3D views. This modelling is carried out using Property Developer Elements and may include other contributions in particular HABITEO Elements.

  • As well as the provision of an integrable Habiteo tool/app service through a hypertext link directly on any Property Developer website, blog or social media page, various apps (integrable on all digital media) such as Mini-Sites and allowing access to a stream of information hosted on the infrastructure (« Widget »).


Modelling Solutions are produced using the Property Developer Elements.

The schedule is as follows:

  • Handover of all Property Developer Elements and organisation of a 1st meeting of the steering committee

  • 1st launch meeting of the Steering Committee and creation of a provisional timetable for the provision and delivery of the Deliverables.

  • The Property Developer has a period of three (3) working days to express any reservations with regard to the Deliverables at each of the stages defined in the timetable.

  • If there are any reservations, the Service Provider has a reasonable period of time to rectify the reservations.

  • If the Property Developer does not issue any or only minor reservations (e.g. colours, texts …) with regard to the planned Deliverables within the defined period, these will be considered as delivered and accepted by the Property Developer.

The Service Provider cannot be held responsible for delays related to an action, inaction or omission by the Property Developer or a third party including providing the required elements or validating the plans. The deadlines communicated by the Service Provider are communicated for information only.

Validation of the Deliverables takes place with a maximum of two (2) requests for adaptation per scheme. Beyond this, the Service Provider reserves the right to invoice any additional modification requested in accordance with the « Modification Package » or an additional quotation.

It is understood that:

(i) in the event that the Property Developer Elements disclosed for the Modelling evolve, or,

(ii) In the event that the Property Developer wishes to make a modification to the Property Developer File requiring the handover of draft Deliverables under development, the Service Provider shall provide the Property Developer with a modification package quotation and an update of the production timetable required for taking these modifications into account in the Modelling.


Services are provided in Saas mode. The Property Developer is solely responsible for the proper functioning of the computer equipment and the internet connection that allows access to MyHabiteo and access to the Widget.

The Property Developer is responsible for its policy of managing access to the Services as well as any mistakes, actions or omissions committed by the User, particularly under the terms of the Contract, as well as any activities that take place under the accounts and passwords of the User. Under the terms of Article 1204 of the Civil Code, the Property Developer guarantees compliance with the Contract by the various users (Buyers, employees of the Property Developer or Beneficiaries).

The Services are accessible, in principle, 24 hours a day, 7 days a week, including Sundays and holidays, with the exception of maintenance periods. As such, all or some of the Services may occasionally be suspended during corrective and/or upgrading maintenance operations. The Service Provider cannot be held responsible for the possible impact of this unavailability.


The Service Provider provides the Property Developer with free-of-charge right of access and use of MyHabiteo for the duration specified in the Article entitled Duration of the Services and Solutions, as well as an individual right of access, use and representation of the Mini-Sites and Widget on an individual, non-assignable, non-exclusive, non-transferable and non-sub-licensable basis. This right expires at the end of the Term of the T&Cs or the termination of the Service. Notwithstanding the foregoing, the Property Developer may authorise the Beneficiaries to access the Services under a sub-licence, according to the rights defined by the Property Developer.


The Property Developer agrees to:

  • Cooperate actively and in good faith with the Service Provider so that the latter can fulfil its obligations.

  • Designate a single and privileged contact person in charge of monitoring the Solutions.

  • Provide the Service Provider, in the format indicated, with the Property Developer Elements referred to in the Property Developer File that is communicated to them and that must be accurate and complete.

  • Make sure that the representations made in terms of texture, materials, colours, shades, layout of a Product are compliant with what is actually proposed to the potential purchasers of a property in the scheme (« Buyers »).

The Property Developer is responsible for the User’s appropriation of the Solution and their training. The Property Developer guarantees that it will not use the Services to collect, transfer and/or use data or send messages, without the prior consent of any third parties concerned or to disseminate spam (unsolicited advertising), floods, hoaxes, viruses and other malicious programs, misleading advertisements or dishonest messages.


The Service Provider draws up a Quotation relating to the provision of the Solutions as well as a Property Developer File detailing the information and documents required by the Service Provider; this information can also be transmitted online. Once the Quotation has been signed by the Property Developer and received by the Service Provider, the Order cannot be cancelled or modified by the Property Developer other than under the conditions below.

The Service Provider reserves the right to completely or partially cancel any Solution in the case of force majeure, lack of payment, partial and/or late payment. The Property Developer may, after acceptance of the Quotation, provided that provision of the Solutions has not commenced: suspend or cancel the Solution. In this case the deposit payable upon signature of the Quotation remains due and any other amount paid shall be retained by the Service Provider. In the exceptional case where no deposit has been paid: the Property Developer shall be liable for the payment of a penalty equal to 30% of the amount indicated in the relevant Quotation.

In the case where the Solution has commenced but for reasons of their own, the Property Developer wishes to:

–          cancel the Solution by paying a sum corresponding to 50% of the amount of the Quotation. If the first Deliverables have been transmitted to the Property Developer, 100% of the amount of the Quotation will be due, particularly if the Property Developer or the Beneficiary does not confirm or respond to questions concerning the draft Deliverables within one (1) month of the delivery of these drafts. 

–          suspend the provision of the Solution (e.g. modification of the scheme, delays related to the financing of the scheme, etc.), on payment of a sum corresponding to the prorated costs incurred. This amount is also due if the Property Developer or the Beneficiary does not validate or respond to the Service Provider’s questions regarding the draft Deliverables (in other words, the proofs) within one (1) week of their delivery. In the event that the deadline exceeds one month, 100% of the Quotation amount will be due by the Property Developer or the Beneficiary.


The price of the Solutions is specified in the Quotation. The amounts specified are in Euros. It is therefore understood that the amount of the invoices, excluding taxes, will have the addition of VAT and/or any other tax due at the rate in force on the date of payment, which will be borne by the Property Developer.

Solutions are invoiced as follows:

  • Deposit invoice: fifty (50)% of the total amount of the Quotation payable upon receipt of the invoice, sent concomitantly with the signed Quotation.

  • Balance invoice: the balance invoiced when the deliverables are made available on the My Habiteo platform.

Creation of MyHabiteo and any Deliverables will only be commenced upon full payment of the Deposit Invoice.

The Service Provider’s balance invoice is payable within thirty (30) days of the invoice date and paid by bank transfer (bank charges will remain the responsibility of the Property Developer) or by cheque. Any amount paid will be retained by the Service Provider. The Property Developer undertakes not to block the payment process of an invoice due to a dispute over the Services or Solutions covered by the invoice and agrees to pay all sums due.

The Property Developer’s failure to pay any of the invoices by the due date may result in the suspension of access to the Services, the provision of the Solutions or the termination of the Solutions in production until full payment of the sums due, without prejudice to any damages and without the Service Provider being deemed to be responsible on this basis.


The Contract remains in force for the duration of the marketing of the scheme. Regarding the Fremium offer, the scheme is available on the Platform and the Mini-Site for this duration. At the end of this period, the Service Provider reserves the right to suspend access to and use of the Platform and Mini-Sites for the relevant scheme/to cancel the scheme except for the subscription to a retention option for twelve (12) additional months.


The Contract may be terminated with full costs payable by the defaulting Party subject to receipt of a letter of formal notice sent by registered post with acknowledgement of receipt addressed to the other Party making reference to this provision and specifying in detail the alleged breaches which will not have been remedied within thirty (30) days of receipt of the letter of formal notice notwithstanding any damages which the non-defaulting Party could claim.

The Parties agree that the termination of this Contract or a Quotation shall not affect any transfers and concessions of rights given to the Service Provider, who may continue to use the Deliverables for the promotion of its activities.

The following articles will survive the termination or expiration of these T&Cs: PRICE – TERMS AND LATE PAYMENT, INTELLECTUAL PROPERTY, , CONFIDENTIALITY and MISCELLANEOUS PROVISIONS .


12.1.Property Developer Elements & dispossession guarantees

The Property Developer grants a licence to the Service Provider, free of charge, on a non-exclusive basis, giving the following rights: (i) of reproduction, (ii) of representation, of transformation, (iii) of upgrading and of layout, (iv) of exploitation, (v) of translation, modification, adaptation, rewriting, making derivatives, removal, combination, overlaying, complementing, transforming, modelling, coding in any computer language, colourising, finishing, adding, fixing, taking away, incorporating other elements, works (décor, furniture, …) texture, sound, data, computer graphics, still or animated image, quality of image processing, reactive or non-reactive text, architecture, function, tree view, plan, source codes, object codes, documentation (technical or not), flowcharts, algorithms (vi) of decompilation and of incorporation in any pre-existing work or creation, (vii) of use, (viii) of sub-licensing; and this for whatever reason, in whole or in part, in any language, by any means, in any form and in any format, on all known or unknown media to date.

This licence is granted for on a global basis and for the period of legal protection of the Property Development Elements.

The Property Developer guarantees that it is the sole owner and/or holds all the necessary intellectual property rights with regard to the Property Developer Elements. As a result, the Property Developer undertakes to release the Service Provider and hold it fully harmless from any action, conviction, costs (including for advice and procedure) and accessories that may be charged to or borne by the Service Provider due to a breach of this provision and more generally its relationship with Buyers or any supplier of the Property Developer.


With regard to the Deliverables, the Service Provider gives the Property Developer a worldwide and exclusive right of use of the intellectual property rights attached to the Deliverables for the legal duration of protection pursuant to intellectual property law: rights of reproduction (including rights of permanent and temporary reproduction, in whole or in part by any means and in any form, in particular for any charging, display, execution, transmission or storage operation), representation, exploitation, distribution, in any form and presentation, on all known or unknown media to date, for their initial destination. However, it is reiterated that the rights granted do not imply assignment of rights with regard to any decorative elements and furniture included in the Deliverables.

12.3.Third party elements

In the case where the Service Provider includes in the Deliverables elements belonging to a third party (« Third parties« ) and protected by an intellectual property right (e.g. a painting, a sculpture …) the Property Developer acknowledges that it only benefits from a limited use licence for the use of Third Party Elements under the terms of the T&Cs (e.g. information about the scheme on the websites). In any event, the presence of Third Party Elements within the Deliverables does not result in any transfer of the full ownership of such elements to the Property Developer.


Each of the Parties agrees to comply with the regulations in force regarding Personal Data. For the purposes of this article, the terms « Personal Data », « to process », « person affected », « data processor » and « subcontractor » have the meanings given to them by Data Privacy Regulations.

The Property Developer acknowledges that it is their responsibility to have the legal and administrative authorisations necessary for the use of the Personal Data of the Users processed during the use of the Services and of which the Property Developer is the owner, guarantees the accuracy and that they have responsibility for this processing of Personal Data, pursuant to Data Privacy Regulations. As such, it is the responsibility of the Property Developer to ensure compliance with the obligations imposed by Data Privacy Regulations and in particular to inform the persons whose Personal Data is collected of the implementation of this processing and to declare this processing to the CNIL. The Property Developer is committed to complying with the obligations imposed by the Data Privacy Regulations.

HABITEO is expressly authorised to generate anonymous statistics derived from the Personal Data in order to feed its statistical database and to exploit it for any purposes and conditions in the context of its activities.


Neither Party shall be liable to the other for any indirect damage (e.g. loss of profits, turnover, margins, data, time, loss of orders, Buyers, exploitation, income, commercial actions or damage to the brand image, even if the Party concerned has been duly informed of the risk of such damages occurring).

The Service Provider is bound by a general obligation of means. The responsibility of the Service Provider is limited to 50% of the total amount invoiced and banked for the Solution; all claims against the Service Provider must be notified twelve (12) months from the date of delivery of the Solution under penalty of foreclosure.

In addition, neither Party is liable to the other in the event of the occurrence of a force majeure event or where the alleged breach originates from the fault of the other Party, or a third party including the Internet access provider, the host….

The Parties acknowledge that the above limitations of liability do not negate the essential obligation of each of the Parties, and they are consistent with the issues of the Contract and the prices.


The Property Developer shall not transfer the Contract and/or any right and obligation arising from it to any third party by any means and for any reason whatsoever, particularly in the event of a direct or indirect change of control, except with the prior written consent of HABITEO including to an affiliate under the terms of Article L.233-3 of the French Commercial Code.

The Property Developer expressly authorises HABITEO to entrust all or part of its solutions to one or more subcontractors of its choice or to assign or transfer the Contract and/or any right or obligation arising from it to a third party at its discretion.


Each of the Parties undertakes not to divulge any confidential information to which it may have access or of which it may become aware within the context of the Contract, throughout the duration of the Contract and for five (5) years from the date of termination, for any reason whatsoever. The term « confidential information » refers to information that is not in the public domain, and that may be collected in the context of the implementation of this Contract and particularly (i) any information, analyses, studies and other documents in any form whatsoever, relating to the content of discussions between the Parties or the Contract, (ii) methodologies, products, tools and developments in the field of information technology, equipment, industrial models, knowledge and expertise and financial, ethical, economic, technical, commercial or other data such as, in particular, any information relating to the business, accounts, management, commercial operations and administrative, financial and marketing activities; (iii) other information identified in writing as confidential by one of the Parties; (iv) Platform, Mini-Sites and Widget.

Pursuant to Article 1204 of the French Civil Code, the Parties are committed to ensuring that their employees, agents, consultants or subcontractors comply with the confidentiality commitment described above.


17.1 In the event that one or more provisions of the T&Cs are or become null, illegal, unenforceable or inapplicable, the validity, legality, or enforceability of other provisions of the T&Cs will not be affected or altered.

17.2 The Service Provider reserves the right to modify and update the T&Cs without notice. The Property Developer will be notified of this by email. Any use of the Service after this notification will be subject to the T&Cs in force at the time of use and it will be assumed that the Property Developer will have consulted and accepted the new T&Cs.

17.3 Neither Party shall be deemed to be in breach of its obligations in the event of non-fulfilment resulting from an instance of force majeure as defined by the French courts and Article 1218 of the Civil Code. The Parties acknowledge that a temporary impediment caused by a force majeure situation is an impediment that lasts for a period of thirty (30) days from the occurrence of the event causing the force majeure. Beyond this period of thirty (30) days, since the impediment is deemed final under the terms of Article 1218 of the Civil Code, the Contract may be dissolved.

17.4 The Service Provider is expressly authorised to use, reproduce and represent the brand, logo, emblem and the commercial name of the Property Developer as a commercial reference, particularly on websites and across all advertising media for marketing, commercial or advertising purposes.

17.5 This Contract is governed by French law. Any disputes to which the Contract could give rise, concerning in particular its validity, its interpretation, its execution or its termination will be resolved amicably in the first instance. In the absence of an agreement between the Parties within thirty (30) days of the notification by one of the Parties of the dispute describing the dispute and referring to this provision, all disputes shall fall under the exclusive jurisdiction of the Court of Commerce of Paris.