TERMS OF SERVICE
Last updated on 25/02/23.
1.1 Amutri is owned and operated by Amutri Ltd a company registered in England and Wales with company number 13591677 whose registered address is at Launchpad Building, Penryn Campus, Penryn, Cornwall, United Kingdom, TR10 9FE (the "Company").
1.2 Amutri is available to Customers via the internet on a subscription basis. Amutri provides Customers with a solution that rapidly converts CAD and BIM files into high-quality, web-based 3D Visualisations.
1.3 Any capitalised terms used in these Conditions shall have the meaning given to them in clause 27 (Definitions).
2 Terms which apply to the Customer
2.1 These Conditions and any relevant Additional Policies (together the "Terms") constitute the entire agreement between the Company and the Customer in relation to the Customer's use of Amutri and the Services, superseding all existing agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter. If there is any conflict or ambiguity between a term in these Conditions and a term in the Additional Policies, a term contained in these Conditions shall have priority over one contained in the Additional Policies.
2.2 By registering an Account and using Amutri and the Services, the Customer indicates its acceptance of the Terms and agrees to comply with them. The Customer warrants that the person registering an Account on the Company's behalf has the authority to do so and has the authority to enter the Customer into the Terms. The Customer shall be responsible for ensuring full compliance with the Terms by the Account User and any other person who accesses Amutri and the Services on its behalf.
2.3 The Customer acknowledges that in entering into the Terms, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms. The Customer agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Terms.
3. Changes to these Terms
3.1 The Terms (or any part thereof) may be updated by the Company from time to time. The Company will post any such changes to the Terms on the Amutri website (https://www.amutri.com/terms-of-service) and will indicate at the top of the page (or on any Additional Policies as relevant) the date that the relevant terms were last revised.
3.2 The Customer's continued use of Amutri and / or the Services after any such changes have been made, constitutes the Customer's acceptance of the amendments. If the Customer does not agree to any such changes, the Customer should immediately cease use of Amutri and / or the Services.
4. Changes to Amutri
The Company may update and make changes to Amutri and the Services (including, but not limited to, the functionality, design and operation of Amutri) from time to time at its absolute discretion.
5. Amutri and the Services
5.1 The Company shall provide access to Amutri and the Services to the Customer subject to these Conditions. Time for performance by the Company of any Services shall not be of the essence.
5.2 The Company shall use commercially reasonable endeavours to make access to and use of Amutri and the Services available at all times but does not warrant, represent or guarantee that Amutri (or any content on it) or the Services will be uninterrupted or error free.
5.3 The Company may suspend or withdraw or restrict the availability of all or any part of Amutri and / or the Services at any time and for any duration (including for planned or unplanned maintenance). The Company will try to give the Customer reasonable notice of any planned suspension or withdrawal of Amutri and / or the Services. The Company shall have no liability to the Customer for any down time of Amutri and / or the Services.
5.4 The Company is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that Amutri and / or the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.5 The Company shall perform the Services substantially in accordance with the Terms and with reasonable skill and care.
5.6 The obligation in clause 5.5 shall not apply to the extent of any non-conformance which is caused by the use of Amutri and / or the Services in breach of these Conditions, contrary to the Company's instructions, or any modification or alteration of Amutri and / or the Services by any party other than the Company or the Company's duly authorised contractors or agents. If the Services do not conform with the obligation in clause 5.5, the Company will, at its expense, use all commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the obligation set out in clause 5.5.
5.7 The Company does not warrant that:
(a) the use of Amutri and / or the Services, and/or the information obtained by the Customer through the use of Amutri and / or the Services will meet the Customer's requirements; or
(b) Amutri and / or the Services will be free from Vulnerabilities or Viruses.
5.8 These Conditions shall not prevent the Company from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Conditions.
5.9 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.
5.10 The Company will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Company's standard customer support services via the Customer Success Team (via email to email@example.com or via the chat feature on Amutri) during Normal Business Hours.
5.11 Subject to:
(a) the Customer being entitled to a Free Trial, or purchasing the Single Use Option or a User Subscription in accordance with these Conditions; and
(b) the Customer's compliance with these Conditions and any restrictions in these Conditions (including the Maximum Usage Amount), the Company hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Account User to use Amutri and the Services solely for the Customer's internal business operations.
6. Account and Account User
6.1 In order to access Amutri, use the Free Trial, purchase the Single Use Option or a User Subscription and to benefit from the Services, the Customer will be required to register an account on Amutri (an "Account"). When registering an Account, the Customer agrees to provide accurate and complete information about itself. The Customer shall maintain and promptly update such information (using the appropriate forms on Amutri) as necessary.
6.2 In registering an Account, the Customer shall be required to create a username (being a valid email address) and password to enable access to the Account. The Customer is responsible for maintaining the confidentiality of the username and password at all times and must not disclose the username and password to any third party.
6.3 The Account will be assigned to a single user from the Customer (the "Account User"). The Customer is fully responsible and liable for all activities that occur under the Account including the actions or omissions of the Account User.
6.4 The Customer shall, and shall procure that the Account User shall:
(a) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Account, Amutri and / or the Services;
(b) ensure that it exits from the Account at the end of each session; and
(c) immediately notify the Company of any unauthorised use of the Account and any other breach or suspected breach of security of the Account.
6.5 The Company shall not be liable to the Customer for any loss or damage arising from the Customer's failure to comply with this clause 6.
6.6 The Company reserves the right, without liability or prejudice to its other rights against the Customer, to suspend, disable or deactivate the Account and / or the Customer's, or the Account User's, access to Amutri and / or the Services at any time if in its reasonable opinion the Customer has failed to comply with any of the provisions of the Terms (including, but not limited to, breaches of clauses 5, 6 and/or 11 of these Conditions). The Company shall have no liability to the Customer for any loss suffered by the Customer as a result of the Company disabling, suspending or deactivating the Account and / or the Customer's, or the Account User's, access to Amutri and / or the Services in such circumstances.
7. Experiences, Usage Minutes and Maximum Usage Amount
7.1 The Customer's use of Amutri and the Services shall be limited to a maximum number of Experiences and / or Usage Minutes on Amutri for each Subscription Month (the "Maximum Usage Amount").
7.2 The Maximum Usage Amount shall be determined by the type of User Subscription purchased by the Customer. The Maximum Usage Amount for each type of User Subscription is set out here (https://app.amutri.com/pricing).
7.3 Once the Customer has used its Maximum Usage Amount for a given Subscription Month, the Customer shall not be able to use Amutri or the Services for the remainder of that Subscription Month, unless it purchases an additional User Subscription in accordance with clause 10.
8. Free Trial
8.1 All Customers registering an Account for the first time shall be entitled to a free trial of Amutri, in which the Company will allow access to Amutri and the Services at no charge to the Customer (a "Free Trial"), subject to these Conditions.
8.2 The Free Trial Subscription shall entitle the Customer to use Amutri and the Services subject to the Maximum Usage Amount for the Free Trial, as set out here (https://app.amutri.com/pricing).
8.3 The Company reserves the right at any time, without liability to the Customer, to cancel or suspend the Customer's Free Trial at any time, and for any reason.
8.4 The Customer shall only be entitled to the Free Trial on one occasion. On expiry or cancellation of the Free Trial, the Customer must purchase a Single Use Option or a User Subscription in accordance with clauses 9 or 10 to continue to use Amutri and the Services.
9. Single Use Option
9.1 Subject to the Customer purchasing the Single Use Option in accordance with clause 9.3, the Single Use Option shall allow the Customer to use Amutri and the Services subject to the Maximum Usage Amount on a one-off basis, at any time.
9.2 The price for the Single Use Option is as set out here (https://app.amutri.com/pricing) (the "Single Use Fee").
9.3 The Customer shall pay to the Company the Single Use Fee in advance via the online payment form here (https://app.amutri.com/pricing).
10. User Subscription
10.1 The Customer may purchase any one or more of the following user subscriptions (each a "User Subscription") via its Account (using the appropriate forms on Amutri):
Tier 1 Subscription;
Tier 2 Subscription;
Tier 3 Subscription;
Student Subscription; and/or
10.2 The Student Subscription and the Enterprise Subscription shall only be available to Customers who meet certain qualifying criteria as set out here (https://www.amutri.com/student) for the Student Subscription and set out here (https://www.amutri.com/enterprise) for the Enterprise Subscription or as otherwise determined by the Company in its sole discretion.
10.3 Each User Subscription purchased shall allow the Customer to use Amutri and the Services, subject to the applicable Maximum Usage Amount for the relevant User Subscription each Subscription Month.
10.4 Each User Subscription shall commence on the date the Customer purchases the User Subscription in accordance with clause 10.6 and shall continue for the Subscription Month, and thereafter, shall automatically renew for successive Subscription Months, unless:
(a) the Customer notifies to the Company of termination via Amutri (using the appropriate forms here (https://www.amutri.com/account), at least 1 day before the end of the relevant Subscription Month, in which case the User Subscription shall terminate upon the expiry of the then current Subscription Month; or
(b) otherwise terminated in accordance with these Conditions.
10.5 The Subscription Fee for each type of User Subscription is as set out here (https://app.amutri.com/pricing). The Company may increase the Subscription Fee for any one or more types of User Subscription at any time, with such increase coming into effect at the start of the next applicable Subscription Month. The Company will post any such changes to the Subscription Fees here (https://www.amutri.com/account).
10.6 The Customer shall, when electing to purchase a User Subscription, provide to the Company valid, up-to-date and complete debit / credit card details via the online payment form on Amutri. The Customer hereby authorises the Company to charge such debit / credit card:
(a) on the date of purchase for the Subscription Fee payable in respect of the initial Subscription month; and
(b) on the first day of each subsequent Subscription Month for the Subscription Fee payable in respect of that Subscription Month.
10.7 All amounts and fees stated or referred to in these Conditions:
(a) shall be payable in pounds sterling;
(b) are, subject to clause 16.4, non-cancellable and non-refundable; and
(c) are exclusive of value added tax.
11. Customer's obligations
The Customer shall:
(a) provide the Company with:
(i) all necessary co-operation in relation to these Conditions; and
(ii) all necessary access to such information as may be required by the Company, in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) without affecting its other obligations under these Conditions, comply with all applicable laws and regulations with respect to its activities under these Conditions;
(c) carry out all other Customer responsibilities set out in these Conditions in a timely and efficient manner;
(d) use (and procure that all Account Users use) Amutri and the Services in accordance with these Conditions and shall be responsible for any Account User's breach of these Conditions;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under these Conditions, including without limitation provision of the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by the Company from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in these Conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Amutri, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
11.2 The Customer shall not, and shall procure that the Account User shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of Amutri and / or the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and the Company reserves the right, without liability or prejudice to its other rights to the Customer, to suspend, disable or deactivate the Account and / or the Customer's, or the Account User's, access to Amutri and / or the Services, at any time, if in the Company's reasonable opinion the Customer or the Account User is in breach of this clause 11.2.
11.3 The Customer shall not, and shall procure that the Account User shall not:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Amutri and / or the provision of the Services, in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Amutri; or
(c) access all or any part of Amutri or the Services in order to build a product or service which competes with Amutri and / or the Services; or
(d) access without authority, interfere with, damage or disrupt:
(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.
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.
14.1 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.
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).
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.
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.
21.1 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.
24.1 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 firstname.lastname@example.org 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.
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).
27.1 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):
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.