Terms and Conditions
Revvis Group UK Limited
1. Definitions and Interpretation
The following definitions and rules of interpretation apply in these Terms.
1.1 Definitions:
Businesses: means incorporated and unincorporated businesses or sole traders.
Contract: means these Terms together with the Order.
Completion Fee: means the amount set out in the Order as a payment for Completion.
Completion: means the sale to the House Purchaser of the property which corresponds to the Design Model.
Customer: means a Customer Type whose details are set out in the Order.
Customer Type: means the types of customer to which these Terms will apply:
a) Businesses; and
b) Individuals.
Design Model: means the virtual design of the property stated in the Order.
End User Licence Agreement: the terms upon which a Customer may install and use the Software.
Fees: means any fees due to RV payable by the Customer for the Software and Services
House Purchaser: means a Customer who purchases the property which corresponds to the Design Model.
Individual: means a private individual who purchases the Software and Services for a purpose outside of their trade or profession.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.
Migration: means the migration of the Design Model to another user account.
Migration Fee: means the amount payable for the Migration of the Design Model as set out in clause 5.14.
Migration Request: a request by the Customer to migrate their Design Model to another user account.
Order: means the order form submitted by the Customer (online or by e-mail) to purchase the Software and Services.
Re-Activation Fee: the fees payable by the Customer to re-activate a dormant Customer account which are set out on RV’s website from time to time.
Renewal Fee: means the amount payable by the Customer for each 12-month period of the Term.
Term: means the duration of the Contract which shall continue for an indefinite period unless 2 otherwise stated in the Order or until terminated in accordance with clause 6.
Update: means a Software maintenance update, patch or bug-fix which does not constitute an Upgrade.
Upgrade: means a version or release of software intended to have new or improved functionality or designated by RV as an upgrade.
1.2 Interpretation:
(a) The clauses in these Terms shall apply to each Customer Type unless otherwise stated.
2. General Provisions
2.1. This is a Contract between the Revvis group company stated in the Order (‘RV’) and the Customer for the licencing of the revvis virtualisation software (‘Software’) and the provision of the virtualisation services (‘Services’).
2.2. The Customer will be deemed to have accepted these Terms when they submit an Order and the Contract between the Customer and RV will come into effect in accordance with clause 3.2.
2.3. These Terms may not be varied by the Customer unless agreed in writing and signed by a Director of RV. These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing unless otherwise agreed by RV in writing.
2.4. RV reserves the right to update these Terms from time to time to reflect changes in the law and any other developments relating to the Software or Services. RV will give the Customer six weeks’ notice of any changes to these Terms.
3. The Services
3.1. The Services will be provided by RV in accordance with clause 3.3.1 and 3.3.2 in which RV will create a Design Model in accordance with the Information provided by the Customer in the Order and make this available to the Customer via the Software.
3.2. The Software will require an online connection. RV will provide the Customer with a password and username to access the Software and the Customer shall ensure that access to the Software is restricted to authorised personnel only.
3.3. The Services are provided in the following phases:
3.3.1. Phase 1: Creating the Design Model - The Customer will provide RV at the time of the Order all of the necessary information for RV to create the Design Model which includes but is not limited to all measurements of the Design Model, floor plan drawings and CAD data and any other information requested by RV (‘Information’). The Customer is responsible for the accuracy of the Information provided and warrants that the Information does not infringe any rights of third parties (such as copyright or trademark rights). RV is not obliged to check whether the use of the Information breaches the rights of a third party. RV will notify the Customer in writing when the Design Model has been completed (‘the Notification’) and then permit the Customer to access the Design Model through the Software. The Customer’s acceptance of the Design Model shall be subject to a test period of 48 hours starting with the day following receipt of the Notification (‘the Test Period’). The Customer should use the Test Period to check that the Design Model conforms with the Information and is correct. The Design Model will be deemed accepted by the Customer if the Customer does not notify RV of any issues during the 3 Test Period or confirms in writing to RV that the Design Model is accepted.
3.3.2. Phase 2: Use of the Design Model - Once the Customer has accepted the Design Model the Customer will be able to use the Software in accordance with these Terms and the Order. The Software will enable the Customer to perform various functions on the Design Model including but not limited to:
walk through the Design Model virtually
change wall and floor décor
add equipment and furniture
and access third party services and products (Third-Party Services).
3.3.2.1. All items in visualisation including the visualisation of property itself, both interior, exterior areas, furnishings, planting , shrubs and trees and any other items are meant to be only a virtual representatives of reality. Revvis will not take responsibility if a client/customer complains about the difference of visualisation as mentioned in this clause comparing it with reality.
3.4. In relation to Third-Party Services, RV will provide the Customer with access to certain Third-Party Services via the Software. Third Party Services include but are not limited to:
floor /wall and colour decorations
calculate material quantities and costs
adding furniture from catalogues of furniture manufactures / furniture stores
Unless the Customer is notified otherwise Third-Party Services are made available to the Customer without an additional fee payable to RV (the Customer will still be required to pay for Third Party Services directly) and will be subject to the Third-Party provider terms and conditions in place at the time including in relation to the use of intellectual property belonging to the Third-Party Services. RV assumes no liability for any Third-Party Services or the accuracy of any data including calculation of material and quantities provided by Third Party Services and makes no guarantees that the Third-Party Services will be or remain available. Where possible RV will link the Customer to the webpage of Third-Party Services.
3.5. Any items, such as furniture or equipment, available to be selected within the various catalogues in the Software by the Customer which are not Third Party Services, may be subject to alteration or cancellation by RV from time to time.
3.6. Businesses may use the Software to make a restricted version of the Design Model available for use by third parties for the purposes of advertising the Design Model. If the Customer wishes to advertise the Design Model in this way the Customer should notify RV of the period in which it should be available to third parties. If the Customer requests access to the Design Model for a Third Party this will be made available until one of the following applies: i) the Contract is terminated; or ii) the period of access requested by the Customer for that third-party expires; or iii) the period of access exceeds 12 months, whichever is earlier
3.7. The Customer is responsible for ensuring that the technical specifications for access to the Software are met, in particular with regard to the hardware used, the operating system, the connection to the internet and browser software, taking into account any technical specifications issued by RV.
3.8. The technical specifications required to operate the Software may change from time to time according to changes or updates made to the Software and will be communicated to the Customer in advance. In the event of changes to the technical specifications, the Customer is responsible for making the necessary adjustments to its hardware and software in order to continue operating the Software.
3.9. RV will use reasonable endeavours to ensure that the Software has an annual overall availability of not less than 95% but excluding periods of unavailability caused by:
3.9.1. the Customer failing to use the Software in accordance with Contract and/or any applicable instructions;
3.9.2. errors in the data transmission network;
3.9.3. third party outages or disruptions; and
3.9.4. periods of unavailability in cases of force majeure or other circumstances where the cause of unavailability is outside the scope of RV’s responsibility, in particular in the event of power outages and telecommunications network disruptions. Also included are times of unavailability due to routine maintenance or update between 11:00pm and 2:00am CET (central European Time).
3.10. The Customer shall only be entitled to claim a refund of some or all of the Fees paid if the period of unavailability of the Software (excluding unavailability for the reasons in clause 3.9.2 3.9.3) extends beyond a reasonable time.
3.11. RV will provide technical support of the Software during normal business hours. RV’s normal business hours are CET (central European Time) Monday through to Friday from 10:00 to 16:00. Business hours are subject to change.
4. Formation of the Contract
4.1. Marketing and other promotional material of RV relating to the Software and the Services (whether online or in paper form) are for illustrative purposes only and do not constitute an offer by RV to supply Software and Services on that basis. An offer to purchase the Software and Services by the Customer will only arise when the Customer submits and Order to RV for the same.
4.2. If the Order is submitted online by the Customer, RV will acknowledge receipt of the Order by way of an order confirmation (‘Order Confirmation’) within a reasonable period of time, however RV will only be deemed to have accepted the Order when the Contract is formed in accordance with clause 4.3.
4.3. The Contract between RV and the Customer will come into effect with; (i) RV sending the Customer an Order Confirmation; (ii) the creation of the Design Model; (iii) the transmission of the access data (username and password) to the Customer for access to the Software; or (iv) use of the Software by the Customer, whichever event is earlier.
5. Fees
All Customer Types
5.1. The Fees shall be set out in the Order, or in default of such provision, shall be calculated in accordance with the pricing matrix displayed on RV’s website at the time of the Order.
5.2. Unless otherwise stated in the Order, the Fees shall be due from the Customer when they submit the Order. In return for payment of the Fees RV will provide the Customer with the Services and use of the Software in accordance with clause 7.
5.3. If during the Term the Customer requires RV to change the Design Model or create an additional design model after this has been accepted in accordance with clause 3.3.1 the Customer will be charged a separate fee for this in accordance with clause 5.4.
5.4. Any changes to the Design Model requested by the Customer pursuant to clause 5.3 will be charged on a time and rate basis and set out by RV in an Order which the Customer will be required to agree to before RV undertake any changes to the Design Model.
Renewal
5.5. Subject to clause 5.7, at the end of each 12-month period during the Term, the Customer will be required to pay the Renewal Fee to retain full access to the Design Model, unless the Contract is terminated by either party in accordance with clause 6. The Renewal Fee is non- refundable irrespective of when the Contract is terminated.
5.6. RV will notify the Customer (by e-mail or otherwise) within one month of the end of each 12-month period stating the amount of the Renewal Fee and the date on which this will be payable. If the Customer’s account has valid payment details saved the Renewal Fee will be automatically deducted on the date notified to the Customer.
5.7. If the Customer places a second Order following the first Order (during the period of 12- months from the previous order), the period during which the Design Models shall be available to the Customer is extended to the end of the 12-month period relating to the second Order. The same extension shall apply in relation to any subsequent Orders.
Businesses
5.8. In addition to the Fees, if the Customer is a Business, they will pay the Completion Fee.
5.9. A House Purchaser may access the Design Model for a period of up to 12 months from when they are first provided with access by RV subject to:
5.9.1. payment by the Customer of the Completion Fee;
5.9.2. the Customer notifying RV prior to, or upon Completion, of the House Purchaser’s details for the purpose of creating a user account; and
5.9.3. the House Purchaser agreeing to RV’s End User Licence Agreement.
5.10. If the Customer is in default of payment of an invoice, RV is entitled to block the Customer’s access to the Software or withhold Services for the duration of non-payment or terminate the Contract in accordance with clause 6.
5.11. The Customer will not be entitled to offset any amounts against the total Fees or Completion Fee payable to RV except those amounts that are owing to the Customer as a result of successful legal action, or amounts claimed which are undisputed by RV.
Migration
5.12. The process of Migration is available in the event the Customer sells the property relating to the Design Model to a new customer.
5.13. If the Customer wishes to Migrate the Design Model, the Customer shall submit a Migration Request to RV. RV shall process the Migration Request and provide confirmation to the new customer.
5.14. The Migration Fee shall be payable in accordance with either of the following options:
Option 1
This option provides for a Customer wanting to Migrate a Design Model from his user account to another user account free of charge for the new customer. The Customer will be charged based on an Order for Migration with an invoice for payment of the Migration Fee.
Option 2
This option provides for a Customer wanting to Migrate the Design Model to another user account where such new customer will pay the Migration Fee If the new customer accepts the Migration Request, they will be charged based on an Order for Migration with an invoice for payment of the Migration Fee.
General
5.15. All Fees are unless otherwise stated exclusive of VAT.
5.16. If the Customer fails to make any payment due to RV under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Bank of Ireland base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
6. Term and Termination
6.1. Unless otherwise stated in the Order, the Contract shall commence in accordance with clause 4.3 and continue for the Term until either of the following occur:
6.1.1. either party serves notice of termination giving the other not less than 3 months’ notice; or
6.1.2. if a Customer who is an Individual submits a Migration Request.
6.2. If notice is served in accordance with clause 6.1.1 the Contract shall terminate at the end of that notice period.
6.3. If a Migration Request is submitted in accordance with clause 6.1.2 the Contract shall terminate on the date on which the Migration Request is fulfilled.
6.4. The notice period in clause 6.1.1 shall not apply and RV will be entitled to terminate the Contract immediately if:
6.4.1. the Customer or its authorised users have seriously or in spite of being warned by RV committed a series of breaches of the Contract which taken together amount to a material breach; and/or
6.4.2. the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 14 days after RV has given notification to the Customer that the payment is overdue. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of RV at any time up to the date of termination.
6.5. Upon termination of the Contract the Customer will be able to access a read only version of the Software for up to 36 months unless the Customer during that period applies to RV to re-activate their user account by paying the Re-Activation Fee.
7. Right of Use
7.1. In consideration of the Fees paid by the Customer to RV, RV grants to the Customer a non- exclusive licence for the duration of this Contract to use the Software on the terms of the Contract.
7.2. The Customer may not use the Software other than as specified in the Contract and the relevant End User Licence Agreement without the prior written consent of RV, and the Customer acknowledges that additional fees may be payable on any change of use approved by RV.
7.3. The Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to 7 human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer, provided that the information obtained by you during such activities is not disclosed or communicated without RV’s prior written consent to any third party and is not used to create any software that is substantially similar in its expression to the Software.
7.4. Should RV become subject to a legal claim by a third party for the alleged infringement of any third-party Intellectual Property Rights in the Information which the Customer has provided to RV to create the Design Model (‘Claim’), the Customer undertakes at its own expense to defend RV or, at its option, settle any Claim or action brought against RV and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against RV as a result of or in connection with any such Claim. If any third party makes a Claim, or notifies an intention to make a Claim against RV, the Customer’s obligations in this clause 7.4 are conditional on RV as soon as reasonably practicable, giving written notice of the Claim to the Customer, specifying the nature of the Claim in reasonable detail and not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Customer (such consent not to be unreasonably conditioned, withheld or delayed).
8. Updates
8.1. RV will provide the Customer with all Updates generally made available to its customers.
8.2. If an Upgrade of the Software becomes available, RV reserve the right to require the Customer to complete a separate Order to access this.
9. Intellectual Property Rights
9.1. The Customer acknowledges that all Intellectual Property Rights in the Software, Design Model and any Updates belong and shall belong to RV and the Customer shall have no rights in or to the Software or Design Model other than the right to use it in accordance with these Terms and the End User Licence Agreement.
9.2. Except for the rights to install and use the Software expressly granted in these Terms, the Customer shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Software.
10. Limitation of Liability
10.1. RV will prepare the Design Model to correspond as far as possible with the Information which the Customer provides at the time of the Order in accordance with clause 3.3.1, however RV will not be held liable for any loss or damage suffered by the Customer, including loss of profits, loss of data or any indirect or consequential losses, which is in connection with or results from but is not limited to:
10.1.1. any changes made to the Information after the submission of the Order or outside the Test Period;
10.1.2. any Information provided to RV by the Customer which is inaccurate;
10.1.3. any decisions made by the Customer based on the shadow and sun simulations used on the Design Model;
10.1.4. the quality of the rendering of the Design Model; and
10.1.5. RV’s negligence subject to clause 10.2.
10.2. Nothing in these Terms shall limit or exclude RV’s liability for death or personal injury arising out RV’s negligence or for fraud.
10.2.1. If RV is found liable for any claims to the extent that such liability cannot be excluded under this clause 10 or by law, any damages payable by RV, whether in contract, tort or otherwise shall be limited to either 100% of the Fees received from a Customer in a 12-month period or 5,000 euros, whichever is the lower amount.
10.3. RV shall not be liable for damage resulting from causes beyond the control of RV. This includes but is not limited to damage caused by faults in lines, servers and other facilities which are not the responsibility of RV.
12. Right of Cancellation
The following provisions apply only to customers who are Individuals
Right to cancel
The Customer has the right to cancel this Contract within 14 days without giving any reason. The cancellation period will expire after 14 days from when you entered into the Contract. To exercise the right to cancel, the Customer must inform RV of its decision to cancel this contract by a clear statement (e.g. a letter sent by post, fax or e-mail). The Customer may use the model cancellation form in Schedule 1 for this purpose, but it is not obligatory. To meet the cancellation deadline, it is sufficient for the Customer to send the communication concerning the exercise of the right to cancel before the cancellation period has expired.
Effects of cancellation
If the Customer cancels this contract, RV will reimburse the Customer for all payments received except as set out below. RV will make the reimbursement without undue delay, and not later than 14 days after the day on which communication is received about the Customer’s decision to cancel this Contract. RV will make the reimbursement using the same means of payment as you used for the initial transaction, unless the Customer has expressly agreed otherwise; in any event, the Customer will not incur any fees as a result of the reimbursement. If the Customer has requested RV to begin the performance of services during the cancellation period, the Customer shall pay RV an amount which is in proportion to what has been performed up until the Customer communicated to RV cancellation of the Contract, in comparison with the full coverage of the Contract. The Customer acknowledges that it will lose the right to cancel the Contract within 14 days if the Service supplied under the Contract has been fully performed by RV. The cost of producing the visualisation is not pro rata over the year.
13. General
13.1. The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
13.2. The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
13.3. Each party acknowledges that, in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (Representation) other than as expressly set out in the Contract.
13.4. Where requested RV will send a copy of these Terms to the Customer by e-mail.
13.5. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected
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