ARuVR® Commercial Terms


Thank you for choosing ARuVR as your VR Products and Services provider.


These terms & conditions (the “Commercial Terms”) govern the access to and use of the ARuVR Platform, Products and Services (each as defined below) provided by ARuVR Limited, a limited liability company registered in England and Wales with Company number 11512819, whose registered office is at Unit 1 – Alexander Charles House, London E18 1JL, VAT number 303646033, (“ARuVR”, “Us”, “We”, “Our”), by the customer identified in the Proposal (“You”, “Your”)  (hereinafter jointly referred to as “Both of Us”).


  • Definitions

The following terms have the meanings set forth below whenever they are used in these Commercial Terms:

“360 VR Camera”

means the virtual reality camera loaned to You by Us for the duration of a Contract, solely for Your use in creating Presentations in conjunction with the Platform.

“Admin Users”

means those Users who are permitted to upload, configure and administer Content on the Platform.


means an online account enabling Users to access and use the Platform.

“ARuVR Cloud”

means, in relation to Your access to the Platform, that the Platform is hosted by Us on AWS hosted servers.

“Concurrent Users”

means the Users permitted to access an individual Session live using the Platform, who shall be limited to the number set out in the Proposal.


means any images, text, graphics, videos, or other visual or written materials.


means these Commercial Terms together with a Proposal accepted by You in accordance with clause 2.1.


means delivery of Products to You at the address specified in the Proposal, in accordance with INCOTERMS 2020 DAP.

“Delivery Date”

means each of the estimated dates on which ARuVR intends to deliver the Products and Services, or make available the Platform, either jointly or separately, as set out in the applicable Proposal or as otherwise agreed in writing from time to time.


means the documentation, including user guides, relating to the Platform and the Products made available by Us to You, including those available via the knowledge and support portal, in either printed or machine-readable form.

“Effective Date”

means the date on which a Contract begins, being the date on which You accept Our Proposal in accordance with clause 2.1.

“Hosting Requirements”

means the technical pre-requisites for the installation and operation of the Platform on Your Private Cloud, as specified by Us to You in writing.

“Offline Users”

means those Users who are permitted to access a Presentation offline and not via presenter-led modality.

“Our Content”

means all Content made available to You by Us on the Platform or created by Us in the course of the Services.


means Our AruVR software platform, which enables You to store, edit and build Presentations, and to provide access to such Presentations to Your Users, as further described in the Proposal and on Our website (


means a virtual reality presentation, training module, course or user experience created using some combination of Your Content and Our Content via the Platform, and made available to Users.

“Private Cloud”

means, in relation to Your access to the Platform, that the Platform is hosted by You on servers belonging to, or rented to, You directly.


means the fees to be paid by You to Us for Products and Services to be purchased by You, as set out in the applicable Proposal. 


means the physical products (such as but not limited to virtual reality headsets, cameras and related accessories) ordered by You as set out in the applicable Proposal, and includes the 360 VR Camera.


means a written Proposal that specifies:

a)    that it is subject to these Commercial Terms; and

b)    a description of any Products to be supplied on a rental basis, along with the relevant Rental Fees; and

c)    a description of any Products to be suppled on a sales basis, along with the relevant Price; and

d)    a description of any Services to be supplied, together with the applicable Price; and

e)    the anticipated Delivery address and Delivery Date(s) for each Product and Service; and

f)      the Validity Period for this Proposal; and

g)    any assumptions and specific obligations for You that will apply to the Proposal.

“Purchase Order”

means a written purchase order that has been raised by You within the Validity Period and that expressly references Our corresponding Proposal.  


means access to the Platform (including, if You have purchased ARuVR Cloud access, related hosting services), plus any consultancy, development, training, content creation, technical integration, Support Services and performance analysis purchased by You, each as further set out in the relevant Proposal.

“Shipping Policy”

means Our policy regarding the shipping of Products to You.


means Our service level agreement, as provided to You with a Proposal.

“Support Services”

means Our support provided to You by inbuilt live chats, emails and messages in relation to the use of Our hosted Platform, and the identification and resolution of Our hosted Platform defects, but not including the provision of training services.


means Admin Users, Offline Users and Concurrent Users.

“Validity Period”

means the period of time, beginning on the date of Our Proposal, for which the Proposal is available for acceptance by You in accordance with clause 2.1, which is 30 days unless otherwise specified in the Proposal.

“Your Content”

means Content created by or licensed to You, and uploaded by Your Users to the Platform.

  • Contract Formation
    • By accepting Our Proposal within the Validity Period, You will create a binding Contract for Your purchase and Our supply of the Products and Services set out in that Proposal, in accordance with these Commercial Terms. You may accept a Proposal by:
      1. signing the Proposal and returning the signed Proposal to Us; or
      2. issuing a Purchase Order referencing Our Proposal; or
      3. confirming to Us by email that You wish to accept Our Proposal.
    • If You accept a Proposal after the end of the Validity Period, no Contract shall be created. We may, at Our discretion, issue a revised Proposal to You with a revised Validity Period, which You may accept in accordance with clause 1.
    • Any terms and conditions set out in any Purchase Order or other document supplied by You that are in addition to or at variance with these Commercial Terms shall be void and of no effect, unless We expressly agree otherwise in writing.
    • In the event of any conflict between these Commercial Terms and the Proposal, these Commercial Terms shall take precedence unless the Proposal expressly removes, adds to or varies a named provision in these Commercial Terms by reference to its clause number.
    • While We shall make reasonable endeavours to meet any anticipated Delivery Date, meeting such timescales shall not constitute the essence of any Contract.
  • Use of the Platform
    • We hereby grant to You a personal, limited, non-exclusive, non-transferable license to access and use the Platform and Our Content, subject to these Commercial Terms. In particular, You shall ensure that:
      1. the number of Admin Users does not exceed that set out in the Proposal;
      2. the number of Concurrent Users does not exceed that set out in the Proposal;
      3. You shall only permit access to the Platform to Users, and You shall be solely responsible for their compliance with these Commercial Terms; and
      4. the Platform is used only for the preparation and delivery of Presentations for Your business purposes, including providing Presentations to others for money.
    • You agree that:
      1. You will not reverse engineer, decompile, or disassemble the Platform, or permit any third party to do so, except to the extent that We cannot prohibit such acts by the applicable law;
      2. You will not attempt to probe, scan or test the vulnerability of the Platform, or to breach any of its security or authentication measures;
      3. You will not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Platform;
      4. You will not link to any material using or by means of the Platform or a Presentation that would, if it were included within the Content, breach the provisions of clause 7;
      5. You will not sell, assign, license, lease, rent, loan, lend, transmit, network, or otherwise distribute, transfer or make available the Platform or Our Content to third parties, in any manners other than those set out at clause 1 d);
      6. You are expressly prohibited from adapting, modifying, merging, revising, improving, translating, upgrading, enhancing and creating derivative works of the Platform for any purpose including error correction or any other type of maintenance and from permitting any third party to do so;
      7. save as expressly permitted by clause 1, You are expressly prohibited from copying, adapting, modifying, merging, revising, improving, translating, upgrading, enhancing and creating derivative works of Our Content for any purpose including error correction or any other type of maintenance and from permitting any third party to do so;
      8. You will maintain and not remove any notices placed on the Platform or Our Content by Us or Our subcontractors;
      9. You will use reasonable endeavours to take security measures sufficient to reasonably safeguard the Platform from access by persons other than Users; and
      10. You will use reasonable efforts to keep the Platform free and clear of all claims, liens and encumbrances.
    • You shall ensure that each of Your Admin Users shall be appropriately skilled, trained and qualified to perform the administrative functions required in respect of the Platform, and shall do so in accordance with the Documentation and Our reasonable instructions.
  • Content and Presentations
    • Subject to these Commercial Terms, You are permitted to use Our Content alone or in combination with Your Content solely to create Presentations and to make those Presentations available to Your Users via the Platform. Our Content is provided ‘as is’, and without any warranty as to accuracy, completeness, appropriateness or fitness for any purpose.
    • Subject to the provisions of clause 5 and clause 6.5, We agree to loan to You a 360 VR Camera for Your use in creating Content and building Presentations using the Platform.
    • You hereby represent that You are the owner or licensee of Your Content and that You have all necessary rights, licences and permits required to upload Your Content to the Platform and use it to create Presentations and to share them with Users.
    • We shall have no liability in respect of Your Content, or in respect of any Presentation created by Your Users, including any element of such Presentation created using Our Content. You are solely responsible for ensuring the accuracy, completeness, appropriateness and fitness for purpose of any Presentation created or used by Your Users.
    • We shall have no liability to monitor, limit or otherwise control the way in which You grant access to Your Content or Presentations, and You agree that You are solely responsible for managing such access and enforcing any restrictions You may wish to place upon the use of Your Content or Presentations.
    • You undertake to keep all usernames, passwords and other access details relating to Platform administrative functions and configuration tasks confidential and to ensure that Your Admin Users do the same.
    • It is a condition of the Contract that You shall ensure that neither Your Content nor any Presentation includes any material that:
      1. is false or misleading;
      2. is defamatory;
      3. invades another’s privacy;
      4. is obscene, or offensive;
      5. infringes another’s rights, including any intellectual property rights;
      6. violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; or
      7. contains any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.
    • You agree that We have the right (but not the obligation) to examine Your Content and/or Presentations from time to time to confirm Your compliance with the provisions of clause 7. In the event We identify that some item of Your Content or Presentation(s) that does not comply, We may:
      1. delete such offending Content or Presentation(s); and/or
      2. suspend access to the Platform for some or all of Your Users; and/or
      3. co-operate with law enforcement authorities to prosecute Users who have uploaded or created unlawful Content or Presentations; and/or
      4. terminate the Contract immediately for Your material breach.
    • ARuVR Cloud and Private Cloud Operation
      • For Platform provision using ARuVR Cloud:
        1. We shall use Our reasonable endeavours to make the Platform available to Your Admin Users by the relevant Delivery Date;
        2. We shall use Our reasonable endeavours to maintain the availability of the Platform to the gateway between Our hosting services provider and the public internet, but We do not guarantee 100% availability to Users;
        3. We shall provide sufficient processing power and other computer resources to enable the Platform to operate in accordance with its Documentation, up to the number of specified Admin Users and Concurrent Users stated in the Proposal; and
        4. We shall not be liable for any failures arising from problems with the internet or any public telecommunications network, or from any fault or failure of Your or any User’s computer systems or networks; and
        5. You shall be solely responsible for exporting and making backups of Your Content and Your Presentations from time to time.
      • For Platform provision using Private Cloud:
        1. We shall use Our reasonable endeavours to make the Platform available to You for download to Your Private Cloud by the relevant Delivery Date;
        2. You shall ensure that the Private Cloud meets the Hosting Requirements;
        3. You shall follow Our reasonable instructions (provided through the Documentation, or through delivery of training or consultancy) in the installation, operation and administration of the Platform; and
        4. You shall be solely responsible for the availability of the Platform to Users.
      • Supply of Products
        • We shall supply the Products as set out in the Proposal, and shall use Our reasonable endeavours to Deliver them to the Delivery address set out in the Proposal by the relevant Delivery Date.
        • Indicative shipping processing time, rates & Delivery estimates are set out in the Shipping Policy as a rough guide only and, while all timescales indicated in such Policy or otherwise provided by Us to You are given in good faith, they must be considered to be estimates only and meeting such timescales shall not constitute the essence of the relevant Contract.
        • In the event of any conflict between the content of Our Shipping Policy and these Commercial Terms, these Commercial Terms shall prevail. A copy of Our Shipping Policy is available upon request.
        • You shall inspect the Products upon Delivery and notify Us within 72 hours of receiving the Products in the event of any shortfall, or of any non-conformance of the Products with the Proposal, by sending an email to
        • Risk in the Products shall pass to You upon Delivery. For Products that You are purchasing, title in the Products will pass to You on receipt of payment of all sums due to Us in respect of the Products. For the 360 VR Camera, title shall remain with Us for the full duration of the Contract, and You shall be obliged to return it to Us, along with its packaging, documentation and accessories, at the end of the applicable Contract.
        • Until title in any Product passes to You, You shall:
          1. hold the Product as bailee for Us and take proper care of it, storing it in accordance with Our or the relevant manufacturer’s instructions; and
          2. not sell or part with possession of the Product and keep it free from any mortgage, charge, lien or other encumbrance; and
          3. not remove, alter, obscure, or otherwise interfere with any identifying marks, labels or storage instructions placed on the Product or its packaging by Us or the relevant manufacturer; and
          4. keep the Product insured at Your expense with an insurer of good repute against all insurable risks including (but not limited to) loss or damage by fire or theft for an amount not less than the applicable Price as set out in the corresponding Proposal (for purchased Products), or for the relevant market value of the 360 VR Camera.
        • Before title has passed to You and without prejudice to any of Our other rights, We may repossess and/or sell some or all of the Products at any time and We or Our agents may enter Your premises (with or without vehicles), or Your vehicles, for that purpose. This right and licence shall continue after and despite the termination for any reason of the Contract.
      • Warranty and Warranty Remedies
        • Subject to the provisions of these Commercial Terms, We hereby warrant that the Services will be carried out with reasonable skill and care by personnel whose qualifications and experience will be appropriate for the tasks to which they are allocated.
        • Subject to the provisions of these Commercial Terms, We warrant that the Platform will operate in line with its Documentation, provided that You have met the Hosting Requirements if You are hosting the Platform on a Private Cloud.
        • Subject to the provisions of these Commercial Terms We hereby warrant that for a period of twelve (12) months from Delivery the Products will be free of defects in materials and workmanship under normal business use, including being used in commercial, location-based entertainment, medical and/or education environments, and will materially comply with their Documentation.
        • We shall have no liability for defects arising from:
          1. the installation of the Platform on the Private Cloud by You or by any third party, where such installation is not strictly in accordance with Our written instructions;
          2. failure to ensure the Private Cloud meets at least the minimum Hosting Requirements;
          3. Your acts or omissions or those of Your Users where such acts or omissions are not in compliance with Our reasonable instructions;
          4. storage or operation of any Product outside its normal operating parameters (as set out in its Documentation);
          5. alteration of the Products;
          6. integration of any Product with any third-party product or system not expressly specified by Us;
          7. screen damage caused by exposing the Product to powerful light or other abnormal conditions; or
          8. if the Product is provided to You only for beta, evaluation, testing or demonstration purposes.
        • The warranties set out in this clause 7 are the only warranties that apply to the Products and Services. We hereby exclude all other conditions, warranties, representations or other terms that might otherwise be implied or incorporated into the Contract by law, such as (but not limited to) those of satisfactory quality, fitness for a particular or any purpose or ability to achieve any particular result.
        • You hereby agree that Your sole remedy in respect of any non-conformance with any warranty in clause 1 or clause 7.2 is that We shall remedy such non-conformance (either by Ourselves or through a third party). If We, in Our reasonable opinion, are unable to remedy the non-conformance, We shall refund the portion of the Price corresponding to the non-conforming Services, if paid. In order to benefit from these remedies, You must promptly notify Us by emailing of any claim under the warranty in clause 7.1 or clause 7.2.
        • You hereby agree that in respect of any non-conformance with the warranty in clause 3, You shall notify Us by emailing setting out details of the non-conformance (and attaching photographs where appropriate), and Your sole remedy is that You shall return the defective Products to Us at Your cost and We shall, at Our discretion, either:
          1. procure their repair or replacement and their return to You at Our cost, where the repaired or replacement Products shall be covered by the warranty in clause 3 for the remainder of the warranty period applicable to the original Product or for thirty (30) days, whichever is longer. If the particular model of Product is out of stock, We may replace it with the newer generation of such Product; or
          2. refund the Price of the defective Products.
        • If We are unable to identify or reproduce any fault in the Product, it shall be returned to You with ‘no fault found’ and You will be liable for all costs associated with the testing and return of the Product.
        • You must promptly notify Us by email to of any breach of the above warranties in order to benefit from the remedies stated above. You shall provide all information We reasonably request, to assist Us in resolving such breach.
        • In the event of damaged or defective Products that are no longer covered by their warranty, or if any of the exclusions set out in clause 4 applies, You may request repairs or replacement Products and We shall use Our reasonable endeavours to offer You such repairs or replacement at Our then-current price provided such repairs or replacement are then available to Us.
      • Support Services
        • Subject to the provisions of these Commercial Terms and Our SLA, We shall provide the Support Services to You during the Contract, and solely in respect of the Platform hosted on ARuVR Cloud. For the avoidance of doubt, We shall not provide such Support Services in respect of Private Cloud.
        • We shall make Our Support Services available to You from Monday to Friday from 09:00 to 17:00 (BST), and as further detailed in the SLA.
      • Personnel
        • In the event that either party visits the premises of the other (the “Host”), the visiting party (the “Guest”) shall be advised of all rules, regulations and practices they should comply with whilst on the Host’s premises. The Guest’s staff, agents and sub-contractors shall comply with such rules and regulations whenever they are on the Host’s premises. The Host shall take reasonable precautions to ensure the health and safety of the Guest’s staff, agents and sub-contractors whilst they are on its premises.
        • Without in any way restricting the right of an employee freely to accept employment and change employment, if either party (the “Hiring Party”) induces the other party’s employee engaged in the performance of a Contract to enter its service at any time during the term of the Contract or during a period of six months thereafter, then the Hiring Party shall pay to the other party an amount being equivalent to twenty-five percent (25%) of the employee’s net annual salary, such sum being a genuine pre-estimate of the cost of the disruption that such inducement would cause to the efficient conduct of the affected party’s business.
      • Payment & Taxes
        • On or after the Effective Date We may invoice You for the Price.
        • We may invoice You for Our reasonable expenses incurred directly in the performance of the Services, as approved by You in writing and in advance (to include by email), monthly in arrears.
        • Unless otherwise specified in the Proposal, You shall pay each of Our undisputed invoices within thirty (30) days of the date on the invoice by direct bank transfer or wire transfer, and You shall be liable for any banking or currency conversion fees so that We receive the full, invoiced amount after deduction of any such fees.
        • You shall be liable for any national, European Union, value added, sales, excise, state, local, withholding or other taxes or customs duties applicable.
        • You shall pay debt collection fees and interest charges on any undisputed sum that is overdue in accordance with the Late Payment of Commercial Debts (Interest) Act (1998) (as amended). You shall notify Us in writing (to include by email) within ten (10) days of receipt of an invoice that the invoice is in dispute.
        • If payment of the Price or any part thereof is overdue, then unless You have notified Us in writing that such payment is in dispute within ten (10) days of the receipt of the corresponding invoice We may, at Our option:
          1. suspend access to the Platform, provision of the Services and/or Delivery of the Products until the corresponding overdue fees are paid in full; or
          2. treat such as a material breach and terminate the Contract in accordance with clause 2(a).
        • Duration & Termination
          • Each Contract shall begin on its Effective Date and shall continue for a minimum term of twelve (12) months or such term as may be specified in the Proposal, unless terminated earlier in accordance with the provisions of clause 2.
          • Either party (the “Initiating Party”) may forthwith terminate any Contract at any time upon giving written notice to the other party, if the other party:
            1. commits any material breach of any term of the Contract that is not reasonably capable of remedy or, if it commits a breach which is reasonably capable of remedy, fails to remedy such breach to the reasonable satisfaction of the Initiating Party within thirty (30) days of a written request to do so; or
            2. has a receiver or administrative receiver appointed over it or any of its undertaking or assets, or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all of the liabilities of it), or a court of competent jurisdiction shall make an order to that effect, or if it shall become subject to an administration order, or shall enter into any voluntary arrangement with its creditors, or shall cease or threaten to cease to carry on its business, or if any substantially similar event shall take place under the laws of another jurisdiction.
          • The expiry of these Commercial Terms or the termination thereof for whatever reason shall be without prejudice to any other rights or remedies a party may be entitled to under law and shall not affect the respective rights and liabilities of the parties accrued prior to such termination.
          • When a Contract expires or is terminated for any reason:
            1. all licences granted under the Contract shall immediately terminate and You shall immediately cease all use of the Platform and the Services;
            2. if Your use of the Platform is on Your Private Cloud, You shall delete the Platform and Our Content from Your servers and computer systems to the greatest extent practicable and shall certify to Us in writing that this has been done;
            3. You shall return to Us and make no further use of Our 360 VR Camera; and
            4. We may destroy or otherwise dispose of Your Content and Presentations on the Platform unless We receive, no later than ten days after the effective date of the termination of the Contract, Your written request for the delivery to You of the then most recent back-up of Your Content and Presentations; and
            5. We shall use Our reasonable endeavours to deliver the back-up to You within 30 days of receipt of Your written request, provided that You have, at that time, paid all fees and charges outstanding at or resulting from termination (whether or not due at the date of termination).
          • Limitation of Liability
            • Nothing in any Contract shall exclude or limit Our liability for (i) fraud or other criminal act, (ii) personal injury or death caused by the negligence of Our employees in connection with the performance of their duties hereunder or by defects in any Services or Products, or (iii) any other liability that cannot be excluded by law.
            • Subject to clause 1, in no event will We be liable for any damages resulting from: (i) loss of, damage to or corruption of data, (ii) loss of use, (iii) lost profits, (iv) loss of revenue, (v) loss of reputation or (vi) any indirect or consequential loss. Such liability is excluded whether such damages were reasonably foreseeable or actually foreseen.
            • Except as provided in clause 1 and in clause 12.2, Our maximum aggregate liability to You for any cause whatsoever shall be for direct costs and damages only and will be limited to a sum equivalent to 125% of the aggregate of the Price paid and payable by You under the Contract that is the subject of Your claim.
            • We hereby exclude, to the fullest extent permitted by law, all liability that We have not expressly accepted in the Contract. The limitations and exclusions set out in clause 12 will apply regardless of the form of action, whether under statute, in contract, tort (including negligence) or any other form of action.
            • No action, regardless of form, arising out of transactions occurring under or contemplated under a Contract may be brought by either party more than two (2) years after the cause of action has accrued.
            • Save as provided in clause 7, You shall have no remedy in respect of any representation (whether written or oral) made to You upon which You relied in entering into a Contract (“Misrepresentation”) and We shall have no liability to You other than pursuant to the express terms of the Contract.
            • Nothing in these terms and conditions shall exclude or limit Our liability for any Misrepresentation made by Us fraudulently.
          • Intellectual Property Rights in the Platform and the Content
            • We are the owner or licensee of any and all patents, copyright, trade secrets, trademarks and any other intellectual property rights that subsist in the Platform and Our Content. For the avoidance of doubt, title and all intellectual property rights to any design, new software, new protocol, new interface, enhancement, update, derivative works, revised screen text or any other items that We create for You shall remain vested in Us or Our licensors. Any rights not expressly granted herein are reserved to Us.
            • We hereby grant to You a personal, royalty-free licence to use Our Content solely to the extent that it has been incorporated in a Presentation by You in accordance with the Contract.
            • Subject to the provisions of clause 1 and clause 13.2, You are the owner or licensee of any and all patents, copyright, trade secrets, trademarks and any other intellectual property rights that subsist in the Presentations and in Your Content. Title to Your Content shall remain vested in You or Your licensors. You hereby grant Us an irrevocable, royalty free, world-wide licence to use Your Content for the purpose of providing the Services, and for fulfilling Our obligations under the Contract. To the extent that Your Content comprises feedback on, suggestions regarding, or improvement requests in respect of the Platform or Our Content, You hereby agree to irrevocably assign all intellectual property rights, title and interest in such feedback, suggestions and improvement requests to Us.
            • Subject to the provisions of this clause 13, We shall defend at Our own expense any claim brought against You alleging that the normal Use or possession of the Platform or Our Content infringes a patent, copyright, or mask work belonging to a third party in the UK or European Union (“Intellectual Property Claim”) and We shall pay all damages awarded or agreed to be paid to any third party in settlement of an Intellectual Property Claim provided that You:
              1. promptly furnish Us with written notice of the Intellectual Property Claim upon becoming aware of the same;
              2. make no admissions or settlements without Our prior written consent;
              3. act in accordance with Our reasonable instructions and provide it with reasonable assistance in respect of the Intellectual Property Claim; and
              4. give to Us the sole authority to defend or settle the Intellectual Property Claim.
            • If in Our reasonable opinion the Platform or Our Content may become the subject of an Intellectual Property Claim then We shall either:
              1. obtain for You the right to continue using the Platform or the affected Content; or
              2. replace or modify the Platform or Content so it becomes non-infringing; or
              3. if such remedies in (a) and/or (b) above are not in Our opinion reasonably available, then You shall return the Platform (if it was delivered for use on Your Private Cloud) or give up Your access to it (if it is provided on ARuVR Cloud) and We shall refund to You the corresponding portion of the Price paid by You, as depreciated on a straight-line basis.
            • We shall have no liability for any Intellectual Property Claim resulting from the combination of the Platform or Our Content with Your Content or with other products that were neither supplied nor combined with the Platform or Our Content by Us, or if the same results from any breach of Your obligations under the Contract.
            • This clause 13 states Our entire obligation and liability and Your sole remedy in respect of any infringement or alleged infringement of any intellectual property rights arising from Your acquisition, possession or use of the Platform.
            • We hereby exclude all other obligations and liabilities in relation to infringement or alleged infringement of the intellectual property rights of any person to the fullest extent permitted by law.
          • Confidentiality
            • Except as expressly provided in these Commercial Terms, You shall not disclose to any third party any part of the Platform or Our Content without Our prior written consent.
            • Confidential Information shall be defined as any information (whether disclosed in oral, written or electronic form) belonging or relating to a party’s business affairs or activities and which: (i) has been marked as confidential or proprietary, (ii) has been identified orally or in writing as being of a confidential nature, or (iii) may reasonably be supposed to be confidential in the circumstances.
            • Each party undertakes that for a period of five (5) years from the date of disclosure it will not, without the prior written consent of the other party, use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than is necessary for the performance of its rights and obligations under the Contract. In any event, each party hereby agrees that it shall treat the other’s Confidential Information with the same degree of care as it employs with regard to its own Confidential Information of a like nature and in any event in accordance with best current commercial security practices, disclosing such Confidential Information only to those of its employees, consultants and bona fide professional advisers who need to have such information for the purposes of the Contract, and ensuring that such employees, consultants and professional advisers shall be bound by the same confidentiality obligations as are set out in this clause 14. Each party agrees that it shall be liable for any breach of this clause 14 by any employee, consultant or professional advisor to whom it has disclosed the other party’s Confidential Information as though it had committed the breach itself.
            • The provisions of clause 3 shall not apply to:
              1. any information in the public domain otherwise than by breach of the Contract;
              2. information lawfully in the possession of the receiving party thereof before disclosure by the disclosing party, as evidenced by written documents;
              3. information lawfully obtained without restriction from a third party, as evidenced by written documents; and
              4. information required to be disclosed by a court of competent jurisdiction, governmental body or applicable regulatory authority provided that the party under such duty to disclose shall use all reasonable endeavours to give the other party as much prior notice of such disclosure as is reasonably practicable and permitted by law.
            • We may publicise Our involvement with You through Our marketing and public relations materials, including by issuing a press release announcing You as a customer of Ours. We may, with Your prior written consent (such consent not to be unreasonably withheld or delayed), publish a case study describing Your use of the Platform.
          • Assignment

You may not assign any Contract or otherwise transfer any rights or obligations under it except with Our prior written consent. 

  • Force Majeure
    • We shall not be responsible for failure to fulfil Our obligations hereunder due to causes beyond Our reasonable control that directly or indirectly delay or prevent Our timely performance hereunder.
    • Dates or times by which We are required to render performance under the Contract shall be postponed automatically to the extent that We are delayed or prevented from meeting them by such causes.
  • Notices
    • Save as expressly stated otherwise in these Commercial Terms, all notices made pursuant to a Contract must be made in writing in accordance with this clause 17.
    • Any written notice to be given or made pursuant to the provisions of a Contract shall be sent postage prepaid by registered or recorded mail or reputable courier service, and:
      1. in the case of notices to be sent to Us, shall be addressed to the address stated above marked for the attention of the directors.; and
      2. In the case of notices to be sent to You, sub shall be sent to Your registered address and marked for the attention of the directors.
    • Unless otherwise provided in the Contract, all notices shall be deemed as given on the day of their receipt by the receiving party.
  • Entire Agreement

Each Contract constitutes the entire agreement between Both of Us with respect to its subject matter and shall supersede all previous representations, agreements and other communications between the parties, both oral and written.

  • Law & Jurisdiction
    • In the event of any dispute arising under any Contract the parties will attempt to settle it by mediation. The mediator shall be selected from the Ministry of Justice Civil Mediation Directory, subject to the agreement of both parties. Save in respect of late or non-payment of undisputed invoices, no party may commence court proceedings in respect of any dispute arising out of these terms and conditions until it has attempted to settle the dispute by mediation and either the parties have been unable to agree on a mediator or the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay. Unless agreed otherwise the mediator’s costs and expenses shall be shared equally between the parties.
    • Subject to clause 1, Both of Us hereby irrevocably agrees that England shall have jurisdiction to settle any disputes arising out of or relating to any Contract and that the laws of England shall govern any Contract.
    • We and You agree, with regard of respective rights and obligations under any Contract, that such rights and obligations are not subject to or governed by the United Nations Convention on Contracts for the International Sale of Goods.
    • Notwithstanding the provisions of clause 1, nothing in this agreement shall limit Our and Your right to seek injunctive relief.
  • Survival

The following clauses shall continue to be in effect after the termination or expiration of the Contract: 1, 2.2, 6.5, 6.5, 9.2, 10,11.4, 12, 13, 14, and 17 to 21 inclusive.

  • General
    • If any provision of any Contract is adjudged by a court of competent jurisdiction to be invalid, void, or unenforceable, the parties agree that the remaining provisions shall not be affected thereby, and that the remainder of any Contract shall remain valid and enforceable.
    • No waiver by either Us or You of any term hereof shall constitute a waiver of any such term in any other case whether prior or subsequent thereto.
    • No single or partial exercise of any power or right by either Us or You shall preclude any other or further exercise thereof.
    • No Contract may be changed, modified, amended, released or discharged except by a subsequent written agreement or amendment executed by duly authorised representatives of Both of Us.
    • A person who is not a party to any Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of any Contract except as expressly set out herein, but this does not affect any right or remedy that such third party may have without reference to the Contracts (Rights of Third Parties) Act 1999.