hup! configurator terms of use

1. Effective Date

The Effective Date of commencement of these terms and conditions is the date of order submission.

 

2. Obligations of Ultraframe

2.1 Ultraframe will invest in the development and accuracy of its hup! configurator tool.

2.2 Ultraframe will host and support the hup! configurator tool on a fast and secure server.

2.3 Provide the hup! configurator tool free of charge for the duration of the agreement.

 

3. Obligations of the Customer

3.1 Purchase hup! wall and roofing systems from Ultraframe.

3.2 Represent the products and services of hup! and Ultraframe in good faith and in a professional manner.

 

4. Proprietary Rights

4.1 The Customer acknowledges and agrees that Ultraframe and/or its licensors own all intellectual property rights to the hup! configurator tool. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the hup! configurator tool.

4.2 Ultraframe confirms that it has all the rights in relation to the hup! configurator tool that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

 

5. Confidentiality

5.1 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

5.2 The Customer acknowledges that details of the hup! configurator tool, and the results of any performance tests of the hup! configurator tool, constitute Ultraframe’s Confidential Information.

 

6. Indemnity

6.1 The Customer shall defend, indemnify and hold harmless Ultraframe against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the hup! configurator tool, provided that Ultraframe provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

6.2 In defence or settlement of any claim, Ultraframe may procure the right for the Customer to continue using the hup! configurator tool, replace or modify the hup! configurator tool services so that they become non-infringing or, if such remedies are not reasonable available, terminate this agreement on seven (7) business days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

6.3 In no event shall Ultraframe, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

6.3.1. A modification of the services of the hup! configurator tool by anyone other than Ultraframe; or

6.3.2. The Customer’s use of the hup! configurator tool in the manner contrary to the instructions given to the Customer by Ultraframe.

6.3.3. The Customer’s use of the hup! configurator tool services after notice of the alleged or actual infringement from Ultraframe or any appropriate authority.

 

7. Limitation of Liability

7.1.1. The Customer assumes sole responsibility for results obtained from the use of the hup! configurator tool services by the Customer. Ultraframe shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Ultraframe by the Customer in connection with the services, or any actions taken by Ultraframe at the Customer’s direction;

7.1.2. The hup! configurator tool services are provided to the Customer on an “as is” basis.

 

8. Term and Termination

8.1 This agreement shall, unless otherwise terminated (as provided in Section 11), commence on the Effective Date and shall continue for the term of twelve (12) months and, thereafter, this agreement shall be automatically renewed for successive periods of the same duration (each a Renewal Period), unless:

8.1.1. Either party notifies the other party of termination giving at least thirty (30) days notice for cancellation. 

8.1.2. The other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach; or

8.2 On termination of this agreement for any reason:

8.2.1. All licences and use of the hup! configurator tool services as granted under this agreement shall immediately terminate;

8.2.2. Ultraframe will ‘switch off’ the ability for the hup! configurator tool to be visible on the supplied URL. 

8.3 Ultraframe reserve the right to terminate this agreement with immediate effect should the Customer exceed their credit limit or have an ‘unreasonable level’ of debt outstanding.

8.3.1. In such circumstances, Ultraframe will issue the Customer a ‘cease and desist’ letter regarding use of the hup! configurator tool services.

 

9. Force Majeure

Ultraframe have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Ultraframe or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided the Customer is notified of such an event and its expected duration.

 

10. Assignment

10.1 The Customer shall not, without the prior written consent of Ultraframe, assign, transfer, charge, sub-contract, or deal in any other manner with all of any of its rights or obligations under this agreement.

 

11. Notices

11.1 Any notice required to be given under this agreement shall be in writing and shall be delivered via email.

11.2 Any notice delivered shall be deemed to have been received at the time of successful transmission (as shown by the email timestamp).

 

12. Governing Law and Jurisdiction

12.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

12.2 The parties irrevocably agree that the Courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).Acceptance of Agreement

 

By agreeing to these terms, both parties agree to abide by all terms and conditions as aforementioned in this document. In cases where the signatory is not the proprietor or majority shareholder of the business they are representing, it is accepted that they have been given necessary prior authorisation to act on their behalf.