(i) any part of Amutri and / or the provision of the Services;
 

(ii) any equipment or network on which Amutri is stored or via which it is provided;

(iii) any software used in the provision of Amutri and / or the Services; or

(iv) any equipment or network or software owned or used by any third party;

(e) use Amutri and / or the Services to provide services to third parties; or

(f) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Amutri and / or the Services available to any third party, or

(g) attempt to obtain, or assist third parties in obtaining, access to Amutri and / or the Services, other than as provided under these Conditions; or

(h) introduce or permit the introduction of, any Virus or Vulnerability into the Amutri or any of the Company's other network and information systems.

11.4 The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

11.5 The Customer shall be responsible for configuring its information technology, computer programmes and platform to access its Account, Amutri and / or the Services. The Customer should use its own virus protection software.

12. Proprietary rights

12.1 The Customer acknowledges and agrees that the Company and/or its licensors own all Intellectual Property Rights in Amutri including any content made available on Amutri. Except as expressly stated herein, these Conditions do not grant the Customer any rights in respect of the Intellectual Property Rights in Amutri.

12.2 The Company warrants that the Customer's use of Amutri and /or the Services in accordance with these Conditions will not infringe the Intellectual Property Rights of a third party.

12.3 The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Conditions. 

12.4 The Company acknowledges that the Customer (or its licensors) owns all Intellectual Property Rights in the Customer Data. The Customer hereby grants to the Company a non-exclusive, sub-licensable, worldwide, royalty free, perpetual and irrevocable licence to use the Customer Data to provide the Services to the Customer and operate Amutri.

13. Confidentiality 

The Customer shall keep the Confidential Information confidential at all times and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under these Conditions; or 

(b) disclose such Confidential Information in whole or in part to any third party, except (i) to its employees, officers or representatives who need to know such information for the purposes of exercising its rights or performing its obligations under or in connection with these Conditions or (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 

13.2 The Company shall keep the Customer Data confidential and shall not:

(a) use such Customer Data except for the purpose of performing its rights and obligations under these Conditions, providing the Services or otherwise making available Amutri; or 

(b) disclose such Customer Data in whole or in part to any third party, except (i) to its employees, officers or representatives who need to know such information for the purposes of exercising its rights or performing its obligations under or in connection with these Conditions or (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 The provisions of this clause shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its representatives in breach of this clause);

(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; 

(d) the parties agree in writing is not confidential or may be disclosed; or

(e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.

13.4 The provisions of this clause 13 shall continue to apply after termination. 

14. Indemnity

14.1 The Customer shall defend, indemnify and hold harmless the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with:

(a) the Customer's, and the Account User's, use of Amutri and / or the Services; and / or

(b) any claim made against the Company that the Customer Data infringes the Intellectual Property Rights of a third party.  

15. Limitation of liability

15.1 References to liability in this clause 15 are to all liability arising under or in connection with these Conditions including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

15.2 Except as expressly and specifically provided in these Conditions:

(a) the Customer assumes sole responsibility for the results obtained from the use of Amutri and / or the Services by the Customer, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Customer in connection with the Services;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions; and

(c) Amutri and the Services are provided to the Customer on an "as is" basis and the use of Amutri is at the Customer's own risk.

Nothing in these Conditions excludes any liability which cannot legally be limited, including but not limited to, liability for:

(a) for death or personal injury caused by negligence; or

(b) for fraud or fraudulent misrepresentation.

15.4 Subject to clause 15.1 and clause 15.3:

(a) the Company shall not be liable to the Customer for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Conditions; and

(b) the Company's total aggregate liability to the Customer in connection with the performance or contemplated performance of these Conditions shall not exceed an amount equal to the total fees paid by the Customer to the Company during the 12 months immediately preceding the date on which the claim arose. 

15.5 Nothing in these Conditions excludes the liability of the Customer for any breach, infringement or misappropriation of the Company’s Intellectual Property Rights.

16. Term and termination

16.1 Without affecting any other right or remedy available to it, either party may give notice to terminate giving not less than 7 days' written notice to the other party.

16.2 Without affecting any other right or remedy available to it, either party may give written notice to terminate with immediate effect, to the other party if:

(a) the other party commits a material breach of these Conditions and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; and

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

16.3 On termination for any reason:

(a) the Customer's access to the Account, Amutri and / or use of the Services shall immediately cease;

(b) all licences granted to the Customer under these Conditions shall immediately terminate and the Customer shall immediately cease all use of Amutri and the Services;

(c) the Company may destroy or otherwise dispose of any of the Customer Data stored on Amutri; and

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Conditions which existed at or before the date of termination shall not be affected or prejudiced.

16.4 Save where the Company terminates the Customer's access to the Account as a result of a breach by the Customer of the Terms, the Company shall refund to the Customer the Subscriptions Fee for the Subscription Month in which the Company terminates. 

17. Force majeure

Neither party shall be in breach of these Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate these Conditions by giving 10 Business Days' written notice to the affected party.

18. Variation

Except as set out in these Conditions, no variation of the Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. Waiver

A waiver of any right or remedy under these Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20. Severance

If any provision or part-provision of the Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Conditions. If any provision or part-provision of these Conditions is deemed deleted under this clause 20 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Assignment

21.1 The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Conditions.

21.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Conditions without the prior written consent of the Company.

22. No partnership or agency

Nothing in these Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23. Third party rights

Unless it expressly states otherwise, these Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Conditions.

24. Notices

24.1 Any notice or other communication given to a party under or in connection with these Conditions shall be in writing and shall be (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or (ii) sent by email to the Company to support@amutri.com and to the Customer to the email address notified by the Customer to the Company on Amutri when an Account is registered. 

24.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address; or

(b) if sent in the UK mainland by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside normal business hours (being 9am to 5pm local UK time on weekdays) in the place of receipt, when business hours resume.

24.3 This clause 24 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

25. Governing law

These Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England.

 
26. Jurisdiction

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or its subject matter or formation (including non-contractual disputes or claims).

27. Definitions

27.1 The definitions in this clause apply in these Conditions.

Additional Policies: the policies and additional terms and conditions adopted by the Company from time to time and which apply to the Customer's use of Amutri, the Services and / or the Amutri website and/or the relationship between the Company and the Customer, and which include, but are not limited to, the following (each as may be amended from time to time in Amutri's sole discretion):

(a) Data Privacy Policy (https://www.amutri.com/privacy-policy);

(b) Cookie Policy (https://www.amutri.com/privacy-policy); and

(c) Website Terms of Use (https://www.amutri.com/terms-of-service).

Amutri: means the software as more particularly described here (https://www.amutri.com).
Account: has the meaning given to it in clause 6.1.

Account User: has the meaning given to it in clause 6.3.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Company: has the meaning given to it in clause 1.1.

Conditions: the terms and conditions set out on this page, as amended from time to time in accordance with clause 3.1.

Confidential Information: all confidential information, data, documents, software or materials made available to the parties through their use of Amutri or the Services, including but not limited to:

(a) the Customer Data; and

(b) the operations, processes and product information of the Company or Amutri.  

Customer: the person or organisation who is registered on Amutri (on behalf of an Account User or another person) for the purposes of using Amutri and receiving the Services.

Customer Data: the data, materials, information or documents inputted or uploaded by the Customer or the Account User into Amutri for the purpose of using Amutri and the Services.

Experience: the real-time rendered 3D Visualisations created by Amutri.

Free Trial: has the meaning given to it in clause 8.1.

Intellectual Property Rights: patents, rights to inventions, copyright, trademarks and service marks, business names and domain names, rights in get-up , goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications 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.

Maximum Usage Amount: has the meaning given to it under clause 7.1.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Services: means the services provided by the Company via Amutri to the Customer, as more particularly described here (https://www.amutri.com), or as notified by the Company to the Customer from time to time.

Single Use Fee: has the meaning given to it under clause 9.2.

Single Use Option: as described on Amutri.

Subscription Fee: the subscription fees payable by the Customer to the Company for each type of User Subscription, with such fees set out here (https://app.amutri.com/pricing). 

Subscription Month: means the period of one month on and from the date the Customer has purchased a User Subscription.  

Terms: has the meaning given to it under clause 2.1.

Usage Minutes: the number of minutes in which a Customer can view a single Experience. 

User Subscriptions: has the meaning given to it under clause 10.1. 

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.