Requires iPadOS 15 or later
preferably with Apple Pencil
1.1. These terms and conditions (the 'Terms') govern the supply of Shapr3D, a multi-platform 3D modelling design tool (the 'Application'). The Application is operated by Shapr3D UK Limited, a limited company registered in England under company number 14950206 with an office at 5 New Street Square, London, United Kingdom, EC4A 3TW ('Shapr3D'). Customer's use of, and subscription to, the Application and any services contained within it is subject to these Terms and by downloading, accessing, and/or using the Application, Customer agrees to be bound by the Terms. Customers are advised to print a copy of the Terms for future reference.
1.2. Use of personal information submitted to or via the Application is governed by Shapr3D's Privacy Policy.
1.3. Additional functionalities are available and may be either enabled: (i) within the Application; or (ii) for Customers who wish to make use of some additional functionalities an enterprise basis, through contacting Shapr3D's sales team.
1.4. These Terms were last updated on 12 June 2024. Shapr3D reserves the right to update these Terms and the Application from time to time. Shapr3D will make reasonable efforts to inform Customers of any changes to the terms prior to their adoption, except if required to do so for security, legal or regulatory reasons. Continued use of the Application following the publishing of updated Terms means Customer accepts the changes.
2.1. In these Terms, where the context so admits, the following words and expressions shall have the following meanings:
"Business Day" means a day (other than a Saturday or Sunday) on which commercial banks are open for business in London;
"Charges" means the fees payable in respect of the paid-for version of the Application (this includes an individual Customer subscription, or a Teams subscription for all Participating Customers within a shared Teams group);
"Customer Content" means: (a) any feedback provided by Customer to Shapr3D; (b) any data or information uploaded or created by or on behalf of Customer in the course of the Customer's use of the Application (including data or information uploaded or created by a Participating Customer within a Teams repository); and (c) any data or information uploaded or created by or on behalf of Customer on the Shapr3D forum (noting that the forum is governed by separate terms, found here);
"Insolvency Event" means, in relation to a person, any of the following events:
(a) a meeting of creditors of that person being held or an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) being proposed by or in relation to that person;
(b) a chargeholder, receiver, administrative receiver or other similar person taking possession of or being appointed over or any distress, execution or other process being levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of that person;
(c) that person ceasing to carry on business or being deemed to be unable to pay its debts within the meaning of section 123 Insolvency Act 1986;
(d) that person or its directors or the holder of a qualifying floating charge or any of its creditors giving notice of their intention to appoint, appointing or making an application to the court for the appointment of, an administrator;
(e) a petition being advertised or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of that person;
or
(f) the happening in relation to that person of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets;
"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights in software, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets), and all other intellectual property rights owned or used by the relevant party, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
"Participating Customer" means a Customer within a Teams repository;
"Teams" means the teams functionality (further described here) within the Application where multiple Participating Customers can jointly create and edit Customer Content in a shared repository headed by a Team Owner;
"Team Owner" means the owner of a shared Teams repository; and
"VAT" means Value Added Tax.
2.2. In these Terms, unless the context otherwise requires:
(a) reference to a person includes a legal person (such as a limited company) as well as a natural person;
(b) reference to these Terms includes other documents or webpages attached to it or incorporated by reference into it (all as amended, added to or replaced from time to time);
(c) Clause headings are for convenience only and shall not affect the construction of these Terms;
(d) reference to "including" or any similar terms in these Terms shall be treated as being by way of example and shall not limit the general applicability of any preceding words;
and
(e) reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.
3.1. Customer shall:
(a) use the Application only in accordance with these Terms;
(b) if using a paid-for version of the Application, pay the applicable Charges as set out in Clause 6;
and
(c) provide such information that Shapr3D may reasonably require in a timely manner and ensure that it is accurate and complete in all material respects.
3.2. Where Customer downloads the Application or purchases a subscription to it from a third party provider, Customer will be subject to additional terms from the third party provider which Shapr3D is not a party to. Additional terms are set out for the Apple App Store and Microsoft Store in the links provided. These terms come from the third party provider, not Shapr3D. Shapr3D is not responsible for any external third party stores or anything provided by them and Shapr3D does not guarantee that these stores will be continuously available.
3.3. If Shapr3D's performance of its obligations under these Terms is prevented or delayed by any act or omission of the Customer, Shapr3D shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
and
(b) be entitled to an equivalent extension of time to perform such obligations.
Customer can reach out to Shapr3D for support or any general inquiry. Shapr3D mainly offers support through Shapr3D's support channels, which can be accessed through this link.
5.1. Shapr3D grants to the Customer a limited, non-exclusive, non-transferrable, non sub-licensable, revocable licence to access and use the Application, for its own lawful personal use (for consumer Customers) or lawful internal business purposes (for business Customers) on and subject to these Terms.
5.2. Except as set out in these Terms, and subject always to Customer's rights as a consumer if Customer is not a business user, Shapr3D does not make or give any representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Application and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and Shapr3D accepts no liability for any loss or damage of any kind incurred as a result of Customer relying on the content of the Application. Notwithstanding anything to the contrary in these Terms, any free service is provided "as-is" and "as available".
5.3. Customer recognises and agrees that Shapr3D shall not be responsible or liable for use or misuse of the Application by Customer. Customer must use the latest version of the Application and recognises that Shapr3D will only support the latest version.
5.4. The Customer:
(a) shall not acquire any rights in the Application except as expressly provided in this Clause;
(b) shall not use the Application other than as specified in Clause 5.1 without the prior written consent of Shapr3D, and the Customer acknowledges that additional fees may be payable on any change of use approved by Shapr3D;
(c) has no right (and shall not permit any third party), except as expressly stated in this Clause 5 or as permitted under applicable law which cannot be excluded, to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Application in whole or in part other than such action which is legitimately required for the purposes of integrating the operation of the Application with the operation of other software or systems used by it;
(d) shall, if copying or decompiling as permitted by applicable law, produce a complete and accurate record of such to Shapr3D on request from time to time, to confirm that the Customer has only done so to the extent permitted under applicable law;
(e) shall, upon request, certify to Shapr3D its compliance with the licence restrictions set out in these Terms, providing appropriate opportunity to Shapr3D to verify the same, if reasonably requested by Shapr3D;
and
(f) when acting as a Team Owner, be responsible and liable for all Customer Content created and uploaded by each Participating Customer to a Teams repository.
5.5. Customer warrants and represents to Shapr3D that, when using the Application and/or uploading Customer Content, it shall not:
(a) share, upload or otherwise use misleading or incorrect information and/or data;
(b) upload material which infringes the Intellectual Property Rights or other rights of any third party (either through uploading or further use by other Customers as contemplated by these Terms and/or allowed by the Application);
(c) upload any content praising, promoting, encouraging or inciting terrorism, racism, revisionism, xenophobia, homophobia, sexism, hate speech, discrimination, human trafficking, organised crime, illegal organisations or activities, self-injury, suicide, torture, cruelty to animals, apology of war crimes, sexual exploitation of children and/or adults, or cults;
or
(d) violate applicable laws and/or regulations.
6.1. In consideration of the provision of the Application by Shapr3D, if using a paid-for version of the Application the Customer shall pay the applicable Charges in accordance with the selected subscription plan (as set out on Shapr3D's Pricing page) or any separately negotiated enterprise agreement or Teams subscription plan.
6.2. All Charges paid directly to Shapr3D under these Terms are exclusive of any VAT or applicable local tax (including any withholding tax – if a withholding tax applies, Charges will be grossed up). Such tax which will be added to the Charges and invoiced to the Customer according to applicable law.
6.3. Where Customer downloads the Application from the Apple App Store, the third party provider (Apple) may process the Charges. Additionally, it is not possible to enter into a Teams subscription via the Apple App Store.
6.4. The Team Owner is responsible for all Charges relating to the Teams subscription.
7.1. All Intellectual Property Rights in the Application (including any update or maintenance release) belong and shall belong to Shapr3D, and the Customer shall have no rights in or to the Application other than the right to use it in accordance with the provisions of these Terms.
7.2. Customer shall promptly notify Shapr3D if Customer becomes aware of any unauthorised use of the Application by any person. Shapr3D shall, at its cost, have control of any proceedings arising out of any such unauthorised use. Shapr3D shall have no obligation to bring or defend any such proceedings, but where it does the parties agree that:
(a) Customer shall provide Shapr3D with all reasonable assistance in respect of any such proceedings, provided always that Shapr3D will reimburse Customer in respect of all costs reasonably incurred by Customer in connection with such proceedings;
and
(b) any recovery from such proceedings shall accrue solely to the benefit of Shapr3D.
7.3. Customer (or, in accordance clause 7.4 in relation to Customer Content contributed to a Teams repository, the Team Owner) shall retain ownership of all Intellectual Property Rights in the Customer Content and grants to Shapr3D a non-exclusive, royalty-free, worldwide, transferable and sub-licensable licence to access and use the Customer Content in order to:
(a) provide the Application to Customer and maintain the Application in good working order (through, for example, responding to crashes and incidents);
(b) understand how the Application is used, and therefore improve functionality and Customer experience;
(c) comply with any legal requirements of governmental requests;
and
(d) (if Customer is a business user) utilise logos and the Customer's business name in marketing and promotion materials (unless Customer revokes Shapr3D's permission to do so in writing).
7.4. In relation to the Teams functionality, the Team Owner is responsible for the Customer Content of all Participating Customers. Each Participating Customer hereby assigns the Intellectual Property Rights in their Customer Content within a Teams repository to the Team Owner.
8.1. Notwithstanding anything else contained within these Terms, neither party's liability:
(a) for death or personal injury caused by its negligence;
(b) for fraudulent misrepresentation or for any other fraudulent act or omission;
or
(c) for any other liability which may excluded or limited by law,
is excluded or limited by these Terms, even if any other term of these Terms would otherwise suggest that this might be the case.
8.2. Subject to Clause 8.1, Shapr3D shall not in any circumstances have any liability for any:
(a) loss of profit;
(b) loss of sales, turnover, revenue, or business;
(c) loss of customers, contracts, or opportunity;
(d) loss of or damage to reputation or goodwill;
(e) loss of anticipated savings;
(f) lost production or operation time;
(g) loss of or corruption to software, data, or Customer Content;
or
(h) indirect, consequential or special loss,
suffered by the Customer however arising (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise), whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility.
8.3. Subject to Clause 8.1 and 8.2, Shapr3D's total liability arising out of or in relation to these Terms or its subject matter shall not, in aggregate, in respect of any 12-month period exceed:
(a) for Customers using the free version of the Application, £500.
(b) for Customers or Teams using a paid subscription to the Application, the greater of (i) 100% the total of all Charges which have been paid in such 12-month period by the Customer under these Terms; and (ii) £500.
8.4. All dates supplied by Shapr3D for the provision of the Application shall be treated as approximate only. Shapr3D shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates, and such dates are not conditions of these Terms.
8.5. Subject to Customer's rights as a consumer if they are not a business user, the Customer shall indemnify Shapr3D against all loss or damage incurred by Shapr3D as a result of or in connection with any claim made by any third party relating to any Customer Content or any breach of the Customer's obligations under Clause 5.5.
8.6. If the Customer is a consumer, the provisions of this Clause 8 will only apply to the extent permitted by applicable law.
9.1. If the Customer is a consumer, Customer acknowledges that it has requested that Shapr3D commences supply of the Application immediately. Consumer Customers may cancel these Terms within 14 days from the subscription start date and upon such cancellation, as set out in the Cancellation and Refund FAQ here, Shapr3D will refund to the Customer any unused part of the Charges.
9.2. Subject to Clause 9.1, termination of these Terms shall not entitle the Customer to any refund.
9.3. For Customers with a paid subscription (who have not agreed specific enterprise arrangements with Shapr3D's sales team), subscriptions shall automatically renew at the start of each subscription period unless the subscription is cancelled thirty (30) days before the end of the current subscription period (or is otherwise terminated in accordance with this Clause 9).
9.4. Once a subscription ends or is terminated, the Customer shall no longer have access to any paid-for elements of the Application.
9.5. Shapr3D may terminate or suspend a Customer's use of the Application if they are a free user, or cancel a paid subscription without prior notification during the license period, if Customer:
(a) violates the warranties granted by the Customer at Clause 5.5;
(b) commits a material breach to these Terms – including failing to pay applicable Charges, or violating a third party's Intellectual Property Rights;
or
(c) undergoes an Insolvency Event (for Customers on a paid subscription).
9.6. If Customer commits a non-material breach of the Terms – e.g. providing incorrect registration details – Shapr3D will ask Customer to comply and may cancel any subscription if not remedied within a specified period.
9.7. The obligations of each party set out in these Terms intended to survive termination or expiry, including this Clause 9.2, Clause 8 (Liability), and Clause 12 (Miscellaneous), shall continue in full force and effect notwithstanding termination or expiry of these Terms.
Neither party will be liable to the other for any failure or delay in performing its obligations under these Terms which arises because of any circumstances which it cannot reasonably be expected to control (including any fire, flood, earthquake, elements of nature or acts of God, acts of war (whether or not war is declared), terrorism, riots, civil disorders, rebellions or revolutions, strikes, pandemics, epidemics, lock outs or other form of industrial action) provided that it:
(a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects;
(b) uses all reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other;
(c) uses all reasonable efforts to resume performance as soon as reasonably practicable;
and
(d) could not have avoided the effects of the circumstances by taking steps that it ought reasonably to have taken in light of the matters known to it before the circumstances arose.
All notices and consents relating to these Terms must be in writing. Notices must be sent to the address of the recipient set out in these Terms or otherwise notified by the relevant party (for example, via a Customer's registration details). Notices shall be sent by hand or by first class recorded delivery or registered post or other form of certified or registered mail (and sent by air mail if posted to or from a place outside the United Kingdom) or by email, and shall be treated as having been delivered:
(a) if sent by hand, when delivered;
(b) if sent by email, at the time at which the email was sent (provided that, if the email was sent outside the hours of 9 am to 5 pm or on a day that is not a Business Day, the email will be treated as having been delivered at 9 am on the next Business Day);
and
(c) if sent by registered mail, two days after the date of posting (or, if sent by air mail, seven days after the date of posting).
12.1. Rights of third parties. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any terms of these Terms.
12.2. Assignment and subcontracting. Customer shall not sub-licence, assign, sub-contract or delegate any of their respective rights and obligations under these Terms without the prior written consent of Shapr3D. In the event that any party sub-contracts performance of its obligations, the sub-contracting party will remain liable for performance of the relevant obligations and shall procure that the sub-contractor complies with all relevant provisions of these Terms applying to performance of the obligations concerned.12.3. Severability. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
12.4. Entire agreement. These Terms contains the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
12.5. No waiver. A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
12.6. Governing law and jurisdiction. These Terms and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims). If Customer is a consumer Customer and not a business Customer, and lives in the United Kingdom or a country of the European Union, there may be certain mandatory applicable laws of that country which apply for Customer's benefit and protection in addition to or instead of certain provisions of the governing law of these Terms and Customer can choose to bring legal proceedings either in Customer's country or in England, but if Shapr3D brings legal proceedings it may only do so in Customer's country.