VR Tours - Terms & Conditions
Terms and conditions of use for Ultraframe’s Interactive Content Blocks.
The Effective Date of commencement of this agreement is the date of order submission.
1. Obligations of Ultraframe
1.1 Ultraframe will invest in the development and accuracy of its VR Tours.
1.2 Ultraframe will host and support the VR Tours on a fast and secure server.
1.3 Provide the VR Tours free of charge for the duration of this agreement.
2. Obligations of the Customer
2.1 Purchase glass roofs, solid roofs, lanterns and skylights solely from Ultraframe.
2.2 Provide Ultraframe with the exact domain(s) URL(s) where the VR Tours will be integrated.
2.3 Represent the products and services of Ultraframe in good faith and in a professional manner.
3. Proprietary Rights
3.1 The Customer acknowledges and agrees that Ultraframe and/or its licensors own all intellectual property rights to the VR Tours. 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 VR Tours.
3.2 Ultraframe confirms that it has all the rights in relation to the VR Tours that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
4. Confidentiality
4.1 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.
4.2 The Customer acknowledges that details of the VR Tours, and the results of any performance tests of the VR Tours, constitute Ultraframe’s Confidential Information.
5. Indemnity
5.1 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 VR Tours, provided that Ultraframe provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
5.2 In defence or settlement of any claim, Ultraframe may procure the right for the Customer to continue using the VR Tours, replace or modify the VR Tour 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.
5.3 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:
5.3.1. A modification of the services of the VR Tours by anyone other than Ultraframe; or
5.3.2. The Customer’s use of the VR Tours in the manner contrary to the instructions given to the Customer by Ultraframe.
5.3.3. The Customer’s use of the VR Tour services after notice of the alleged or actual infringement from Ultraframe or any appropriate authority.
6. Limitation of Liability
6.1.1. The Customer assumes sole responsibility for results obtained from the use of the VR Tour 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;
6.1.2. The VR Tour services are provided to the Customer on an “as is” basis.
7. Term and Termination
7.1 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:
7.1.1. The Customer purchases competitor products defined in clause 4.1 as glass roofs, solid roofs, lanterns or skylights in a manner which is deemed unreasonable by Ultraframe.
7.1.2. Either party notifies the other party of termination giving at least thirty (30) days notice for cancellation.
7.1.3. 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
7.2 On termination of this agreement for any reason:
7.2.1. All licences and use of the VR Tour services as granted under this agreement shall immediately terminate;
7.2.2. Ultraframe will ‘switch off’ the ability for the VR Tours to be visible on the URL outlined in clause 4.2.
7.3 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.
7.3.1. In such circumstances, Ultraframe will issue the Customer a ‘cease and desist’ letter regarding use of the VR Tour services.
8. 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.
9. Assignment
9.1 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.
10. Notices
10.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this agreement.
10.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9:00 AM on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
11. Governing Law and Jurisdiction
11.1 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.
11.2 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 here. 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.
