("Agreement")

THIS AGREEMENT sets forth the general terms and conditions under which Spatial Commerce Ltd (trading as "oda"), a company incorporated in England and Wales with company number 17214640, having its registered office at 66 Paul Street, London EC2A 4NA, United Kingdom, and its affiliates (collectively, "oda", "We", "Us", or "Company") provides access to its Software and Services to the individual or legal entity identified in the applicable Order Form ("You", "Your", or "Customer", and together with oda, the "Parties").

This Agreement becomes binding upon execution of an Order Form that references it. The specific commercial terms, including pricing, property details, usage limits, and any special arrangements, are set forth in the applicable Order Form(s).

1. Definitions

1.1 "Service" means oda's proprietary, cloud-hosted platform for creating, managing, and publishing AI-powered 3D digital twins of real properties, including all related tools, APIs, documentation, and support.

1.2 "Digital Twin" means a photorealistic, navigable 3D representation of a physical property generated by the Service from video or image capture data.

1.3 "Property Subscription" means a recurring subscription that entitles the Customer to host one Digital Twin on the Service, subject to the usage limits and tier specifications set forth in the applicable Order Form.

1.4 "Capture Data" means the raw video, images, LiDAR scans, or other spatial data uploaded to the Service by the Customer or by oda on the Customer's behalf for the purpose of generating a Digital Twin.

1.5 "Interaction Data" means anonymised, aggregated data generated by End User interactions with a Digital Twin, including but not limited to: navigation paths, AI queries, time spent in specific areas, and features examined. Interaction Data does not include personally identifiable information of End Users.

1.6 "End User" means any individual who accesses or interacts with a Customer's published Digital Twin, including prospective property buyers, tenants, event attendees, and other third parties.

1.7 "Order Form" means any mutually executed document that references this Agreement and specifies the Property Subscription(s), pricing, usage limits, capture service terms, and other commercial terms agreed between the Parties.

1.8 "Capture Service" means the optional professional property capture service provided by oda or its authorised service partners on behalf of the Customer.

1.9 "Digital Twin Content" means any visual output derived from a Digital Twin, including but not limited to: fly-through videos, rendered images, screenshots, 360° snapshots, and promotional clips generated by the Service.

1.10 "UK GDPR" means the Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019. "Data Protection Laws" means the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, in each case as amended or replaced from time to time.

2. Acceptance of Terms

2.1 By executing an Order Form that references this Agreement, You accept these Terms of Service ("TOS"). This Agreement, together with the applicable Order Form(s), constitutes the complete agreement between the Parties.

2.2 The Service may be accessed either as an individual or on behalf of a company. In the case of the latter, You warrant (i) that You are authorised to represent the organisation and (ii) that You accept the TOS on behalf of the organisation as You are so authorised.

2.3 The TOS may be modified from time to time. Material changes will be communicated to You at least thirty (30) days before taking effect. Continued use of the Service after such notice constitutes acceptance. All contract renewals will be subject to the TOS in effect at the time of renewal.

2.4 This Agreement is intended for use by business customers only. The Customer confirms that it is entering into this Agreement in the course of its business and not as a consumer within the meaning of the Consumer Rights Act 2015.

3. Software Access and Restrictions

3.1 Subject to these TOS, We grant the Customer a limited, non-transferable, and non-exclusive right to access and use the Service via a web browser or supported mobile application for the purpose of creating, managing, and publishing Digital Twins of properties for which the Customer has lawful authority to market or represent.

3.2 oda hosts the Service and makes it available to You via web browser and/or supported mobile application. Nothing in these TOS shall transfer any rights in or to the Service other than those rights specifically granted herein. oda is not obligated to make available or deliver any copies of programs, source code, algorithms, or models in any form.

3.3 You shall not: (i) copy, modify, alter, reverse engineer, decompile, or create derivative works from the Service or its underlying technology, including any 3D reconstruction algorithms, AI models, or spatial intelligence systems, except to the extent that such restriction is expressly prohibited by applicable law (including section 50B and section 296A of the Copyright, Designs and Patents Act 1988); (ii) lease, rent, distribute, sublicense, or resell the Service or any Digital Twins generated therefrom, except as expressly authorised in an Order Form; (iii) use the Service as the basis for creating a competitive solution (or assist a third party in doing so); or (iv) attempt to extract, replicate, or reconstruct any proprietary 3D reconstruction pipeline, Gaussian Splatting methodology, or AI model weights used by the Service.

3.4 You shall not, directly or through third-party authorisation: (i) use the Service to upload or distribute any content that is unlawful, fraudulent, defamatory, abusive, contains viruses, or is otherwise objectionable as reasonably determined by oda; (ii) reproduce, duplicate, or exploit any part of the Service without Our express written permission; (iii) use any robot, spider, or automated process to monitor or copy any content from the Service; or (iv) upload Capture Data for properties You do not have lawful authority to market or represent.

3.5 The paid subscription includes standard support at no additional charge. This includes reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (communicated at least 48 hours in advance), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation: acts of God, acts of government, natural disasters, internet service provider failures, or denial of service attacks.

3.6 oda targets a Service availability of 99.75% measured on a monthly basis, excluding planned maintenance. In the event of a material Service outage exceeding 24 consecutive hours (excluding force majeure events), Customer shall be entitled to a pro-rata credit for the affected Property Subscription(s) upon written request.

4. Capture Services

4.1 The Customer may capture property video using their own smartphone or compatible device at no additional charge, following oda's published capture guidelines.

4.2 Alternatively, the Customer may engage oda's optional Capture Service for professional property scanning. Capture Service fees are specified in the applicable Order Form and are billed separately from Property Subscriptions.

4.3 oda shall use commercially reasonable efforts to process Capture Data and generate a Digital Twin within five (5) business days of receiving complete and usable Capture Data. Processing times may vary based on property size, data quality, and Service demand.

4.4 If Capture Data provided by the Customer is insufficient or of inadequate quality to generate a satisfactory Digital Twin, oda will notify the Customer and may request a re-capture at no additional charge for the first re-capture request per property.

5. Data Protection and Privacy

5.1 The safety and privacy of Your data is a priority. Our data handling practices are detailed in Our Privacy Policy.

5.2 We are obligated to observe and operate in accordance with the Data Protection Laws, including the UK GDPR and the Data Protection Act 2018. The Information Commissioner's Office (ICO) is the relevant supervisory authority.

5.3 In the event Your personal data has been the subject of a personal data breach (as defined in the UK GDPR), You will be notified without undue delay and, where feasible, within 72 hours of Our becoming aware of the breach, of the nature and scope of such breach, and We will promptly initiate remedial actions consistent with industry standards and Our obligations under the UK GDPR.

5.4 oda shall be liable for damage caused by data processing or handling only where We have not complied with obligations under the Data Protection Laws specifically directed to processors, or where We have acted against lawful instructions from You.

5.5 Where the Customer's use of the Service involves the processing of personal data on the Customer's behalf, the Parties shall enter into a separate Data Processing Agreement (DPA) in accordance with Article 28 of the UK GDPR.

Data Ownership and Usage

5.6 The Customer retains all rights, titles, and interests in and to: (i) Capture Data uploaded to the Service; (ii) property-specific information, descriptions, and marketing content provided by the Customer; and (iii) any personally identifiable information of the Customer's personnel.

5.7 oda retains all rights to the algorithms, models, and reconstruction pipelines used to generate Digital Twins. The visual output (the Digital Twin itself) is licensed to the Customer for the duration of the applicable Property Subscription.

5.8 oda may collect, use, and analyse Interaction Data (as defined in Section 1.5) for the following purposes: (i) providing behavioural sales intelligence and lead qualification insights to the Customer; (ii) improving and optimising the Service; and (iii) generating anonymised, aggregated benchmarks and market intelligence, provided that such use does not reveal the identity of any specific End User, Customer, or property.

5.9 End Users who interact with published Digital Twins will be informed of data collection practices through a clearly visible privacy notice embedded in the Digital Twin interface. The Customer is responsible for ensuring that its use of the Service complies with applicable data protection laws in its jurisdiction, including providing any required transparency information to End Users and obtaining any necessary consents under the Privacy and Electronic Communications (EC Directive) Regulations 2003.

6. Payment Terms

6.1 Property Subscription fees, Capture Service fees, usage limits, and any other charges are specified in the applicable Order Form.

6.2 All fees are stated exclusive of value added tax (VAT) and any other applicable taxes or duties, unless expressly stated otherwise in the Order Form. Where VAT is chargeable under United Kingdom law, oda will add VAT at the prevailing rate and issue a valid VAT invoice. For Customers established outside the United Kingdom, the Customer is responsible for any applicable taxes, duties, or reverse-charge VAT obligations in its own jurisdiction.

6.3 Unless agreed otherwise in an Order Form, Property Subscriptions renew automatically at the end of each billing period (monthly or annually, as specified) until terminated in accordance with this Agreement.

6.4 All payments are due within thirty (30) days of the date of invoice, unless otherwise specified in the Order Form. Payment shall be made by bank transfer (Faster Payments, BACS, or SEPA) or such other method as agreed between the Parties.

6.5 The Customer may add Property Subscriptions at any time by executing a new or amended Order Form. Additional properties will be billed at the rates specified in the applicable Order Form from the date of activation.

6.6 If the Customer fails to pay an undisputed invoice by its due date, oda may, without prejudice to its other rights and remedies: (i) charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time, calculated daily from the due date until payment in full (whether before or after judgment); and (ii) suspend the affected Property Subscription(s) until all outstanding invoices are settled. Suspended Digital Twins will be unpublished but not deleted for a period of sixty (60) days following suspension. oda may alternatively elect to claim interest and statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

6.7 Subscription prices may be adjusted at the time of renewal to reflect changes in operating costs. Price adjustments will be communicated to the Customer at least sixty (60) days before taking effect and shall not apply to any periods already paid. If a price increase exceeds 10% of the previous price, the Customer may object in writing within thirty (30) days of notification and terminate the affected subscription(s) without penalty.

7. Usage Limits and Overage

7.1 Each Property Subscription includes usage allowances (such as unique visits and AI queries per month) as specified in the applicable Order Form. Usage is measured per calendar month and resets on the first day of each month.

7.2 If a Digital Twin exceeds its monthly usage allowance, oda will notify the Customer and may: (i) throttle access to the affected Digital Twin for the remainder of the billing period; or (ii) offer the Customer an upgrade to a higher tier. oda will not charge overage fees without the Customer's prior written consent.

7.3 The Customer may monitor usage through the oda dashboard. oda will provide reasonable advance notice if a Digital Twin is approaching its usage limits.

8. Proprietary Rights and Intellectual Property

8.1 oda owns all rights, titles, and interests in and to the Service, including without limitation all intellectual property rights in the software, algorithms, AI models, 3D reconstruction pipelines, Gaussian Splatting technology, and spatial AI systems. Such rights are protected by the laws of England and Wales and by international intellectual property treaties.

8.2 oda retains all rights, titles, and interests in and to the Service, as well as any modifications, enhancements, and derivative works, regardless of whether the Customer has provided feedback, suggestions, or input regarding such developments. The Customer hereby assigns to oda, with full title guarantee, all intellectual property rights in any such feedback or suggestions.

8.3 The Customer retains all rights, titles, and interests in and to: (i) Capture Data uploaded to the Service; (ii) property descriptions, marketing copy, and other content provided by the Customer; and (iii) the Customer's trademarks, trade names, and logos.

8.4 During the term of a Property Subscription, the Customer is granted a non-exclusive, non-transferable licence to embed, share, and publish the corresponding Digital Twin on the Customer's website, listing portals, social media, and other marketing channels. This licence terminates upon expiration or termination of the applicable Property Subscription, unless otherwise agreed in writing.

8.5 Provided that such use does not reveal personally identifiable information or property-specific details attributable to the Customer, oda may use anonymised and aggregated Interaction Data and performance metrics for product improvement, benchmarking, and business intelligence purposes.

9. Digital Twin Lifecycle

9.1 A Digital Twin is generated and published upon successful processing of Capture Data and activation of the corresponding Property Subscription.

9.2 A Digital Twin remains accessible to End Users for as long as the corresponding Property Subscription is active and in good standing.

9.3 Upon termination or expiration of a Property Subscription: (i) the associated Digital Twin will be unpublished and become inaccessible to End Users within forty-eight (48) hours; (ii) the Customer may request export of their Capture Data and Interaction Data within thirty (30) days of termination; and (iii) oda will delete the Digital Twin and all associated Capture Data within sixty (60) days of termination, unless legally prohibited or unless the Customer requests an extension in writing.

9.4 If a property is sold, leased, or otherwise removed from the market, the Customer may request immediate unpublishing of the associated Digital Twin. Subject to agreement in the applicable Order Form, the Property Subscription may continue to be used for a different property of comparable scope.

10. Customer Responsibilities

10.1 The Customer is solely responsible for: (i) ensuring it has lawful authority to market and represent any property for which it creates a Digital Twin; (ii) the accuracy and completeness of property information and descriptions provided to the Service; and (iii) compliance with all applicable real estate regulations, advertising standards (including those promulgated by the Advertising Standards Authority and the Committee of Advertising Practice), and data protection laws in its jurisdiction.

10.2 The Customer shall not use the Service to create Digital Twins of properties it does not have authority to market, or to misrepresent the condition, features, or characteristics of any property, including in a manner that would breach the Consumer Protection from Unfair Trading Regulations 2008 or the Business Protection from Misleading Marketing Regulations 2008.

10.3 Uploaded content and information must be consistent with applicable laws. Content that may cause harm to oda's interests or public image is not permitted, including content that violates data protection, criminal, or copyright laws, or content of a defamatory, harassing, fraudulent, or otherwise objectionable nature.

10.4 The Customer will be held responsible for the actions of its employees and agents using the Service. The Customer shall indemnify and keep indemnified oda from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) asserted by End Users, other customers, or third parties arising from the Customer's use of the Service, including claims related to property misrepresentation.

11. Limitation of Liability

11.1 Nothing in this Agreement shall limit or exclude either Party's liability for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors; (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or (iv) any other liability which cannot be limited or excluded by applicable law.

11.2 Subject to Section 11.1, in no event shall oda's total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, exceed the total fees paid by the Customer to oda in the twelve (12) months preceding the event giving rise to the claim.

11.3 Subject to Section 11.1, oda shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (i) the accuracy or completeness of AI-generated responses within the Digital Twin chatbot; (ii) business decisions made by the Customer or End Users based on Interaction Data or AI insights; (iii) any loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or loss or corruption of data; or (iv) any indirect, special, or consequential loss or damage, however arising.

11.4 The Customer acknowledges that the limitations and exclusions in this Section 11 are reasonable having regard to the nature of the Service, the fees payable, and the allocation of risk between the Parties.

12. Term and Termination

12.1 This Agreement becomes effective upon execution of the first Order Form that references it and continues in full force until all Property Subscriptions have expired or been terminated and no Order Forms remain active.

12.2 The term, renewal, and termination provisions for each Property Subscription are specified in the applicable Order Form. In the absence of specific Order Form terms, the following defaults apply:

(a) Monthly subscriptions may be terminated by either Party with thirty (30) days' written notice before the end of the current billing period.

(b) Annual subscriptions may be terminated by either Party with ninety (90) days' written notice before the end of the current annual period.

12.3 Either Party may terminate this Agreement and/or any Order Form immediately by written notice to the other Party if: (i) the other Party commits a material breach of this Agreement which is irremediable or, if remediable, is not remedied within thirty (30) days of receiving written notice requiring it to do so; (ii) the other Party becomes unable to pay its debts as they fall due, enters into administration, liquidation, or any similar insolvency procedure under the Insolvency Act 1986, has a receiver or administrator appointed over any of its assets, or ceases or threatens to cease to carry on business; or (iii) the other Party undergoes an analogous event in any jurisdiction.

12.4 oda may suspend the Customer's access to the Service without liability if the Customer has materially violated any provision of these TOS and has not remedied such violation within thirty (30) days of receiving written notice.

12.5 Any notice of termination must be given in writing (which, for the avoidance of doubt, includes email to support@getoda.ai) and in accordance with the notices provisions of this Agreement.

12.6 Upon termination, the provisions of Sections 5 (Data Protection), 8 (Proprietary Rights), 9.3 (Digital Twin Wind-Down), 11 (Liability), 13 (Dispute Resolution), and 14 (Co-Marketing, Publicity, and Content Rights, subject to the limits set out therein) shall survive, together with any other provision which by its nature is intended to survive termination.

13. Governing Law and Dispute Resolution

13.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

13.2 The Parties shall first attempt to resolve any dispute arising under this Agreement through good-faith negotiation for a period of not less than thirty (30) days, commencing on the date one Party gives the other written notice of the dispute.

13.3 If the dispute cannot be resolved through negotiation within that period, the Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

14. Co-Marketing, Publicity, and Content Rights

14.1 The Customer agrees that oda may disclose the fact that the Customer is a user of the Service. During the term of this Agreement, the Customer grants oda the right to reference the Customer's company name and logo in marketing materials, case studies, and on the oda website, subject to the Customer's brand guidelines where provided.

14.2 The Customer may revoke this publicity consent at any time by providing thirty (30) days' written notice to oda.

14.3 Unless the Customer has expressly opted out of this licence on the applicable Order Form, the Customer hereby grants oda a perpetual, non-exclusive, royalty-free, worldwide licence to use, reproduce, display, and distribute Digital Twin Content (as defined in Section 1.9)—including fly-through videos, rendered images, screenshots, and promotional clips derived from the Customer's Digital Twins—for oda's own marketing, promotional, sales, educational, and demonstration purposes. The Order Form will provide a clear option for the Customer to decline this licence at signup; if no such election is made, the Customer is deemed to have granted the licence on the terms of this Section 14.

14.4 Where granted, this content licence includes, without limitation, the right to use Digital Twin Content in: (i) website galleries, demo reels, and product showcases; (ii) social media posts, advertisements, and promotional campaigns; (iii) sales presentations, trade show displays, and pitch materials; (iv) case studies, blog posts, and educational content; and (v) investor presentations and corporate communications.

14.5 oda shall not disclose confidential business information of the Customer (such as pricing, revenue figures, or lead conversion metrics) in any co-marketing materials without the Customer's prior written consent.

14.6 The Customer may request exclusion of specific Digital Twin Content from oda's marketing use by providing written notice identifying the specific content. oda will remove such content from future marketing materials within thirty (30) days of receiving such notice; however, materials already published or distributed prior to the notice are not subject to recall.

14.7 Where granted under Section 14.3, this content licence survives termination of this Agreement and any applicable Order Form, provided that oda's use of such content continues to comply with the restrictions in Sections 14.5 and 14.6.

15. Miscellaneous

15.1 Neither Party will assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of the other Party. Any unauthorised assignment shall be void.

15.2 If any provision of this Agreement shall be entirely or partly invalid, illegal, or unenforceable, this shall not affect the validity and enforceability of all other provisions. The invalid provision shall be replaced with one that as closely as possible reflects the economic intention of the Parties.

15.3 This Agreement, together with the applicable Order Form(s) and any Data Processing Agreement, comprises the entire agreement between the Parties with respect to the Service and supersedes all prior representations, agreements, and understandings, written or oral. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) other than as expressly set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.

15.4 In the event of any conflict between this Agreement and an Order Form, the terms of the Order Form shall prevail with respect to the specific engagement covered therein.

15.5 No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties. For these purposes, "in writing" includes email.

15.6 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy.

15.7 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

15.8 Notices under this Agreement shall be given in writing to the address or email address set out in the applicable Order Form (or, in the case of notices to oda, to support@getoda.ai with a copy to the registered office address at 66 Paul Street, London EC2A 4NA). A notice sent by email is deemed received at the time of transmission, provided no bounce-back or non-delivery notification is received.

15.9 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, as further set out in Section 13.

— End of Master SaaS Agreement —

This Agreement becomes binding upon execution of an Order Form that references it.

Spatial Commerce Ltd (trading as "oda")
66 Paul Street, London EC2A 4NA, United Kingdom
Company Number: 17214640
info@getoda.ai | +44 7453 365486