Terms & Conditions

Documentation, not design.

Deliverables are produced as documentation of conditions observed at the time of the field capture. They are instruments of service intended to support the Client and the Client's licensed design and construction professionals. They are not, and shall not be represented as, design documents, construction documents, structural analyses, code-compliance reviews, or engineering opinions.

Observable conditions only.

We are not responsible for, and make no representation regarding, conditions concealed behind finishes, above ceilings, below floors, underground, or otherwise not reasonably observable at the time of the field capture. Where reasonable assumptions are required to produce a Deliverable, we will note the assumption in the Deliverable; we make no warranty as to its correctness.

Out-of-scope work.

Any service not expressly listed in the Proposal is outside scope. Additional services will be quoted separately or billed at our then-current hourly rates upon written approval.

Default rule — no stamp.

Documentation of existing physical conditions, standing alone, does not constitute the “practice of architecture” as defined in C.R.S. § 12-120-402, because it does not propose the design, construction, enlargement, or alteration of a building. Accordingly, no Deliverable produced by Scans & Plans bears the seal of a licensed architect or engineer unless the Proposal expressly identifies a Stamped Deliverable and a corresponding stamping engagement is signed with Dake Collaborative, LLC.

“Architect-processed” does not mean stamped.

References on the Site or in marketing materials to deliverables being “processed by,” “produced by,” or “modeled by” a Colorado licensed architect describe the personnel performing the work. They do not mean the deliverable carries a professional seal. Only a Stamped Deliverable, identified as such in the Proposal, carries a seal.

Permitted uses of unstamped Deliverables.

Unstamped Deliverables may be used by the Client for: internal facilities documentation; planning, feasibility, and pre-design coordination; communication with the Client's own licensed architects, engineers, contractors, and consultants; marketing of the Client's own property (subject to Section 12); and other uses that do not under applicable law require the seal of a licensed professional.

Prohibited uses of unstamped Deliverables.

The Client shall not submit any unstamped Deliverable for a building permit, certificate of occupancy, code-compliance review, structural determination, life-safety determination, zoning variance, or any other governmental approval or use that requires the seal of a licensed professional under C.R.S. § 12-120-403(8) or any analogous law of any jurisdiction. The Client shall not represent any unstamped Deliverable as a design or construction document.

Client responsibility for licensed review.

For any use that requires design, engineering, or sealed plans, the Client shall retain a licensed architect or engineer of the Client's choosing. The licensed professional retained by the Client is solely responsible for verifying field conditions, exercising independent professional judgment, and sealing any documents submitted for governmental approval.

Stamped Deliverables, when provided.

Where the Proposal expressly identifies a Stamped Deliverable, the seal will be applied by Miles Dake (or another licensed professional named in the Proposal) under a separate signed engagement governed by Dake Collaborative, LLC's standard Architecture Terms and Conditions. The fee for Stamped Deliverables is separate from and in addition to the Scans & Plans documentation fee. Stamping is at the licensed professional's sole discretion and is conditioned on the licensed professional being satisfied with the underlying field data, scope, and design intent.

Indemnification for misuse.

To the fullest extent permitted by law, the Client shall indemnify, defend, and hold harmless Scans & Plans, Dake Collaborative, LLC, and their officers, members, employees, and consultants from and against any and all claims, damages, liabilities, fines, penalties, and costs (including reasonable attorneys' fees) arising out of or related to (i) the Client's submission of any unstamped Deliverable for a permit, code-compliance, or other use requiring a licensed seal, (ii) the Client's representation of any unstamped Deliverable as a design or construction document, or (iii) any third party's reliance on an unstamped Deliverable for a use described in the preceding clauses.

Payment.

Unless the Proposal states otherwise:

• Basic Scan and Scan + Floor Plans packages are paid in full at the time of booking.
• Full Drawings packages are paid as 50% at booking and 50% upon delivery of files.
• Add-ons and out-of-scope work are invoiced separately and due upon receipt.

All payments are processed through our online payment processor. The Client authorizes us (and our processor) to charge the payment method provided for the amounts owed under the Proposal.

Late payments.

Undisputed amounts unpaid thirty (30) days after the invoice date shall bear interest from the date payment was due at a rate of 1.5% per month (18% per annum), charged on the unpaid balance, or the maximum rate permitted by law, whichever is less. We may suspend services and withhold Deliverables (including hosted links) for nonpayment.

Pricing validity.

Quoted prices are valid for thirty (30) days from the date of the quote unless the Proposal states otherwise.

Site access and Client representations.

The Client represents and warrants that:

• The Client has the legal authority (as owner, tenant with landlord consent, or authorized agent) to grant Scans & Plans access to the property for the scan.
• The property will be reasonably safe for our technician at the scheduled time, free of known hazards not disclosed in advance, and accessible at the agreed time.
• All occupants, tenants, and other interested parties have been notified to the extent required by law or contract, including notice of the use of cameras and 3D scanning equipment.
• The Client will identify in advance any areas that should not be scanned for privacy, security, or confidentiality reasons.

If our technician arrives at the scheduled time and is unable to access the property, encounters unsafe conditions, or finds the property is not ready for scanning, the visit will be deemed a no-show under this Section.

Cancellations and rescheduling by Client.

• More than 48 hours before the scheduled scan: full refund or rescheduling at no charge.
• Between 24 and 48 hours before: 50% cancellation fee or rescheduling at no charge.
• Less than 24 hours before, or no-show: 100% cancellation fee. The Client may rebook for a new scan at full price.

Cancellations by Scans & Plans.

If we cancel a scan and cannot reschedule within fifteen (15) business days, the Client is entitled to a full refund of amounts paid.

Revisions.

Each tier includes one (1) round of minor revisions to drawings (correcting clear errors or omissions). Additional revisions, scope changes, or design modifications are billed at our then-current hourly rate.

Hosted Matterport link.

Where the Proposal includes a hosted Matterport tour, the link is hosted on the Matterport platform for ninety (90) days from delivery. The Client is solely responsible for downloading any deliverable files within that window. We are not obligated to maintain the hosted link beyond ninety (90) days, and we are not liable for any change to, or unavailability of, the Matterport platform. Hosted-link extensions may be available for a fee.

Re-delivery of files.

We retain Project files for at least twelve (12) months after delivery. Re-delivery of files within that window is provided at no cost. After twelve (12) months we may, but are not obligated to, retain files. Re-delivery beyond twelve (12) months may be subject to a retrieval fee.

License granted to Client.

Upon receipt of payment in full for the Project, Scans & Plans grants the Client a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use the Deliverables for any lawful purpose related to the Project property, including documentation, design coordination, construction administration, leasing, marketing, sale, and resale. The Client may sublicense the Deliverables to its architects, engineers, contractors, consultants, lenders, insurers, and prospective purchasers as reasonably necessary for the Project property.

“You own the files.”

Site copy referring to “full file delivery” or “you own the files” means the Client receives the deliverable files and the broad license described above. Copyright in the files is retained by Scans & Plans / Dake Collaborative, LLC.

Reuse and modification.

The Client may modify the Deliverables for the Project property without further consent. Reuse of the Deliverables on a different property, or use by a different party for a different project, is outside the scope of the license. The Client may not resell or commercially redistribute the Deliverables as a stand-alone product.

No responsibility for changes by others.

Once Deliverables are delivered, Scans & Plans has no responsibility or liability for any changes made to the Deliverables by anyone other than Scans & Plans, or for any reuse of the Deliverables by anyone without our prior written consent. The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless Scans & Plans against all damages, liabilities, and costs (including reasonable attorneys' fees) arising from any changes or reuse described in this paragraph.

Document of record.

Electronic Files are provided for the Client's convenience and coordination. They are not certified records. Where a Deliverable also exists as a Stamped Deliverable under Section 4, the signed and sealed instrument identified in the Proposal is the sole controlling document. Any Electronic File must be compared against, and reconciled with, that controlling document to confirm its accuracy and to confirm that no changes or modifications have been made to it. Where no Stamped Deliverable exists, the Electronic File documents conditions as observed at the time of the field capture and carries no professional seal or certification of any kind.

Files are a snapshot in time.

Each Electronic File reflects conditions, measurements, or modeled geometry as of the date of capture or the date of delivery. Revisions, supplements, corrections, or superseding files may be issued at any time. We have no obligation to notify any recipient of a later revision unless the Proposal expressly provides for it. Use of a superseded or outdated Electronic File is at the recipient's sole risk. To the fullest extent permitted by law, the Client shall indemnify, defend, and hold harmless Scans & Plans, Dake Collaborative, LLC, and their officers, members, employees, and consultants from and against any and all claims, suits, losses, damages, liabilities, and costs (including reasonable attorneys' fees) arising from the use of an outdated or superseded Electronic File. This indemnification survives delivery and acceptance of the files.

Format, software, and translation risk.

Electronic Files are warranted, if at all, only in the native file format and software version in which they are delivered. Electronic data may be altered, corrupted, or rendered unreadable when it is opened, converted, translated, or migrated across software platforms or versions, or when it is combined with other files. We make no representation or warranty that any Electronic File will operate in the recipient's hardware or software environment, or that it will remain accurate after any conversion or translation performed by anyone other than Scans & Plans.

Delivery is a license, not a sale.

Under no circumstances is the delivery of an Electronic File a sale of that file. The Client receives the license described in Section 8 and nothing more. We make no warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose, with respect to any Electronic File. In no event are we liable for indirect, incidental, or consequential damages arising from the use or reuse of any Electronic File, consistent with Section 11.

Changes and reuse by others.

The indemnification in Section 8 for changes made by anyone other than Scans & Plans, and for any use, transfer, or reuse of the Deliverables, applies in full to all Electronic Files.

Transmittal to third parties and acknowledgment.

By downloading, accessing, or accepting transmittal of any Electronic File, the recipient acknowledges and agrees to this Section. Where the Client directs us to transmit Electronic Files to a third party, such as a general contractor, consultant, lender, or prospective purchaser, the Client is responsible for ensuring that the third party agrees to these terms. We may, at our sole discretion, require the Client or any third-party recipient to execute a separate Electronic File Release, in substantially the form of our standard CAD and Model Release, as a condition of delivering native or editable files (for example, .rvt, .dwg, .e57, or raw point cloud data).

Scope of professional liability coverage.

The professional liability policy is intended to respond to claims arising from negligent errors or omissions in the documentation services we render. It is not intended to respond to, and the Client should not rely on it for: (i) claims arising from design, engineering, or construction decisions made by others in reliance on the Deliverables; (ii) claims arising from the Client's prohibited use of unstamped Deliverables under Section 4; (iii) claims arising from concealed, unobservable, or undisclosed conditions; or (iv) claims arising from the Client's failure to retain a licensed professional where one is required.

Certificates of insurance.

Upon written request, we will provide a certificate of insurance (“COI”) confirming the coverage above, and may name the Client as an additional insured on the general liability policy where appropriate. We will provide written notice to the Client within seventy-two (72) hours of our receipt of any notice of cancellation or material change to the policies.

No consequential damages.

In no event shall either party be liable to the other for any special, indirect, incidental, punitive, or consequential damages, including lost profits, lost revenue, loss of use, loss of data, or business interruption, arising from or related to the Agreement, even if the party has been advised of the possibility of such damages.

Standard of care.

We will perform our services with the degree of care and skill ordinarily exercised by providers of comparable scanning and documentation services currently practicing under similar circumstances at the same time and in the same locality. Except as expressly set forth in these Terms, we make no warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose, with respect to the Deliverables.

Client indemnification.

In addition to the indemnification in Section 4 (licensed misuse), Section 8 (changes by others), Section 9 (electronic file delivery), and Section 13 (third-party platforms), the Client agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless Scans & Plans, Dake Collaborative, LLC, and their officers, members, employees, and consultants from and against all claims, damages, liabilities, and costs (including reasonable attorneys' fees) arising out of (i) the Client's breach of the Agreement, (ii) the Client's breach of the representations in Section 6, or (iii) any claim by an occupant, tenant, neighbor, or other third party related to the scan that is not caused by our gross negligence or willful misconduct.

Third-party use.

Nothing in the Agreement creates a contractual relationship with, or a cause of action in favor of, any third party against the Client or Scans & Plans.

Client marketing.

The Client may use the Deliverables in the Client's own marketing materials for the Project property, consistent with the license in Section 8.

Confidential information.

Each party will treat as confidential any information that is identified in writing as confidential or that a reasonable person would understand to be confidential. Confidential information may be used only for purposes of the Agreement.

Privacy.

Information collected through the Site is governed by our Privacy Policy posted on the Site, as updated from time to time.

Insurance, legal, and evidentiary use.

Deliverables are not produced or warranted for use as evidence in insurance claims, litigation, regulatory proceedings, or other legal matters. If the Client's intended use is for any of these purposes, the Client must disclose that intent at booking so we can confirm scope, pricing, and chain-of-custody requirements in writing. Without that disclosure, we make no representation that the Deliverables are suitable for any such use.

Third-party platforms (Matterport and others).

Hosted tours, viewers, and certain Deliverables rely on third-party platforms (including Matterport). Use of those platforms is subject to the third party's own terms of service and privacy policy. We are not responsible for the availability, performance, security, pricing, or continued operation of any third-party platform, and we make no warranty regarding any third-party service.

Service area.

We provide on-site scanning services in the Denver metropolitan area. Projects outside that area may be subject to a travel surcharge or declined at our discretion.

Termination for convenience by Client.

The Client may terminate for convenience at any time on written notice and shall pay all amounts due for services properly rendered through the date of termination, including reasonable demobilization and file-finalization time. Cancellation fees in Section 6 govern cancellations before the scheduled scan.

Suspension.

If the Project is suspended by the Client for more than sixty (60) consecutive days, we may treat the suspension as termination for convenience. Resumption of a suspended Project may be subject to a remobilization fee and updated pricing.

Governing law.

The Agreement is governed by and construed under the laws of the State of Colorado, without regard to conflict-of-laws principles.

Venue.

Subject to the arbitration provision above, exclusive venue for any action arising out of or related to the Agreement shall be the state or federal courts located in Denver County, Colorado, and each party expressly consents to that jurisdiction.

Prevailing party fees.

In any dispute arising out of or related to the Agreement, the substantially prevailing party (as determined by the arbitrator or court) is entitled to recover reasonable costs of dispute resolution, including attorneys' fees, expert fees, arbitration costs, and court costs.

Statute of limitations.

Causes of action between the parties shall accrue, and applicable statutes of limitation shall commence to run, on the date our services for the Project are substantially complete.

Assignment.

Neither party may assign the Agreement without the other party's prior written consent, except that Scans & Plans may assign to an affiliate or in connection with a sale of substantially all of its assets or business.

Notices.

Notices under the Agreement must be in writing and delivered by email to hello@scansandplans.com (to us) or to the email address on file for the Client (to the Client), with confirmation of receipt, or by hand delivery or recognized overnight courier to the address most recently provided in writing.

Entire agreement.

The Agreement is the entire agreement between the parties on its subject and supersedes all prior or contemporaneous agreements, representations, and understandings. Preprinted terms on a Client purchase order do not become part of the Agreement, even if Scans & Plans accepts the purchase order; any such purchase order is treated as an internal Client document for administrative convenience only.

Amendment.

The Agreement may be amended only by a writing signed by authorized representatives of both parties. We may update these Terms from time to time for new bookings; the version in effect at the time of the Client's booking governs that booking.

Severability.

If any provision is found unenforceable, it shall be reformed to the minimum extent necessary to make it enforceable; if reformation is not possible, the provision shall be deleted and the remaining provisions shall remain in full force and effect.

No waiver.

No failure or delay in exercising any right under the Agreement is a waiver of that right.

Force majeure.

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, weather, fire, flood, pandemic, governmental action, labor disputes, or failures of third-party platforms or utilities.

Counterparts and electronic signatures.

The Agreement may be executed in counterparts and by electronic signature or click-acceptance, each of which is an original and all of which together constitute one agreement.

Headings.

Headings are for convenience only and do not affect interpretation.