Terms & Conditions

Please read these Terms and Conditions ("Terms") carefully. All contracts that Immersive Engineering Limited ("Provider", "we", "us", "our") may enter into from time to time for the provision of software products, custom development services, and consulting services shall be governed by these Terms and Conditions.

1. General Terms

1.1 Updates to Terms

Immersive Engineering Limited reserves the right to update and modify these Terms at any time without prior notice. The current revision can be reviewed by clicking on the "Terms and Conditions" link located at the bottom of our web pages. By continuing to use our services, products, or website after a new version has been posted, you agree to the terms of such new version.

1.2 Acceptance

By accessing our services, using our software products, or engaging us for custom development or consulting services, you accept and agree to be bound by these Terms and Conditions.

2. Services and Products Provided

2.1 Scope of Services

Immersive Engineering Limited provides:

Software Products: Including but not limited to bVildR, MeshBuilder, and other applications ("Software Products" or "Products")
Custom Development Services: Bespoke software engineering, VR/AR application development, 3D visualisation solutions, digital twin development, and related services ("Custom Development")
Consulting Services: Engineering consulting, technical assessments, architecture design, and advisory services ("Consulting Services")

Collectively, these are referred to as "Services."

2.2 Definitions

"User": The person or entity that accesses, uses, or interacts with our Services
"Customer": The person or entity that orders, purchases, or contracts for our Services
"Licensed Software": Software products provided under license by Immersive Engineering Limited
"Custom Work": Bespoke software, systems, or solutions developed specifically for a Customer

2.3 Service-Specific Terms

Specific services may be subject to additional terms, agreements, or licenses, including:

End User License Agreements (EULA) for software products
Project-specific agreements for custom development
Statements of Work (SOW) for consulting engagements
Enterprise agreements for organisational licensing

In case of conflict between these general Terms and service-specific agreements, the service-specific terms shall prevail.

3. Software Product Licenses

3.1 License Grant

For Software Products, the Provider grants to the Customer a license to use the software in accordance with the applicable End User License Agreement (EULA) and these Terms. Unless otherwise agreed:

The license is non-exclusive, non-transferable, and limited to the scope specified in the license agreement
The license term is as specified in the purchase or subscription agreement
Subscriptions automatically renew unless cancelled

3.2 License Restrictions

Unless expressly permitted in the EULA or a separate agreement:

The Customer must not sub-license, sell, rent, or lease the Software Products
The Customer must not reverse engineer, decompile, or disassemble the Software Products
The Customer must not remove or modify any proprietary notices
The Customer must not use the Software Products in violation of applicable laws or export controls

3.3 User Accounts

Individual licenses are for single-user use only and may not be shared
Enterprise licenses may support multiple users as specified in the agreement
The Customer is responsible for maintaining account security and confidentiality
The Customer is responsible for all activities under their account

4. Custom Development Services

4.1 Engagement Terms

Custom Development services are provided according to:

Project proposals and quotations
Statements of Work (SOW)
Project-specific agreements
These general Terms and Conditions

4.2 Deliverables and Ownership

Intellectual property ownership of custom work shall be as specified in the project agreement
Unless otherwise agreed, the Provider retains ownership of:
- Pre-existing intellectual property and tools
- Generalised methodologies and techniques
- Reusable components not specific to the Customer's project
Customer-specific deliverables transfer to the Customer upon full payment, as specified in the agreement

4.3 Customer Obligations

For Custom Development projects, the Customer agrees to:

Provide timely access to necessary information, systems, and personnel
Provide clear requirements and specifications
Respond promptly to requests for clarification or approval
Make timely payments according to the agreed schedule

4.4 Changes and Scope

Changes to project scope require written agreement and may affect timeline and cost
The Provider will provide reasonable estimates for change requests
The Customer acknowledges that changes may impact delivery schedules

5. Consulting Services

5.1 Advisory Services

Consulting Services include technical advice, assessments, and recommendations. The Customer acknowledges:

Consulting advice is based on information provided by the Customer
Implementation of recommendations is at the Customer's discretion and risk
The Provider is not responsible for outcomes of Customer decisions based on consulting advice

5.2 Confidentiality

Both parties agree to maintain confidentiality of information shared during consulting engagements, subject to separate confidentiality or non-disclosure agreements where applicable.

6. Intellectual Property

6.1 Provider IP

All intellectual property in our Software Products, website content, documentation, and pre-existing tools remains the exclusive property of Immersive Engineering Limited or our licensors. This includes:

Source code, algorithms, and software architecture
Trademarks, logos, and brand elements
Documentation and training materials
Proprietary methodologies and processes

6.2 User Content

For Software Products that accept user uploads or content:

The User warrants they own or have rights to upload such content
The User grants us permission to process, store, and use such content to provide the Services
The User retains ownership of their uploaded content
We do not claim ownership of User-generated content

6.3 Respect for IP Rights

Users and Customers must respect intellectual property rights of Immersive Engineering Limited and third parties. Unauthorised use, copying, or distribution of our intellectual property is strictly prohibited.

7. Representations and Warranties

7.1 Software Warranty Disclaimer

The Customer and User acknowledge that:

Complex software is never wholly free from defects, errors, and bugs
The Provider gives no representation or warranty that Services will be wholly free from defects
The Provider gives no representation or warranty that Services will be entirely free from security vulnerabilities
It is the Customer's responsibility to assess security and suitability for their use case

7.2 Services Provided "As Is"

Except as warranted in specific license agreements or contracts, Services are provided "as is" without warranty of any kind, whether express, implied, or statutory, including but not limited to:

Merchantability
Fitness for a particular purpose
Non-infringement
Accuracy or completeness of results

7.3 Customer Responsibility

The Customer shall:

Make their own assessment of the suitability of Services for their purposes
Satisfy themselves as to accuracy and completeness of information and results
Implement appropriate backup and disaster recovery procedures
Comply with all applicable laws and regulations in their use of Services

8. Limitation of Liability

8.1 Exclusion of Consequential Damages

To the maximum extent permitted by law, in no event shall Immersive Engineering Limited be liable for:

Special, indirect, incidental, or consequential damages
Loss of use, data, opportunities, reputation, production, revenue, or profits
Business interruption or loss of business
Any damages arising from reliance on Services or inability to use Services

8.2 Maximum Liability

The Provider's total liability to the Customer for all claims arising from these Terms or use of Services shall not exceed:

For Software Products: The total amount paid by the Customer in the 12 months preceding the claim
For Custom Development: The total project value as specified in the agreement
For Consulting Services: The total fees paid for the specific engagement giving rise to the claim

8.3 Exceptions

Nothing in these Terms will exclude or limit liability for:

Death or personal injury resulting from negligence
Fraud or fraudulent misrepresentation
Any liability that cannot be excluded or limited under applicable law

8.4 Customer Responsibility for Claims

The Customer is solely responsible for responding to any third-party claims regarding their use of the Services, including claims relating to:

Copyright or intellectual property infringement
Compliance with industry-specific regulations
Consequential losses or damages
Use of Service outputs or deliverables

9. Data Protection and Privacy

9.1 Compliance

Both parties shall comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) and UK Data Protection Act 2018.

9.2 Privacy Policy

Use of our Services is subject to our Privacy Policy, which is incorporated by reference into these Terms.

9.3 Customer Data Warranty

The Customer warrants that:

They have legal right to provide any personal data to the Provider
They have obtained necessary consents for data processing
Use of Services complies with applicable privacy and data protection laws

10. Payment Terms

10.1 Fees and Payment

Fees for Services are as specified in quotations, invoices, or subscription agreements
Payment is due according to the terms specified in the invoice or agreement
Late payments may be subject to interest charges and suspension of Services

10.2 Subscription Services

Subscriptions automatically renew unless cancelled
The Provider reserves the right to adjust subscription pricing with 30 days' notice
No refunds for partial subscription periods unless required by law

10.3 Custom Development Payment

Payment schedules for Custom Development are specified in the project agreement
Typically structured as: deposit, milestone payments, and final payment upon delivery
Deliverables may be withheld pending full payment

11. Acceptable Use

11.1 Prohibited Activities

Users and Customers must not use our Services to:

Violate any applicable laws or regulations
Infringe intellectual property rights of Immersive Engineering Limited or third parties
Upload or distribute malware, viruses, or harmful code
Attempt unauthorised access to our systems or other users' accounts
Interfere with the operation of Services or networks
Use Services in any manner that could damage our reputation or business
Reverse engineer, decompile, or attempt to derive source code
Extract data through scraping, harvesting, or automated means
Use Services to create competing products or services
Use Services in countries subject to UK, EU, or US trade sanctions

11.2 Enforcement

We reserve the right to:

Monitor use of Services for compliance with these Terms
Suspend or terminate accounts for violations
Remove or disable access to content that violates these Terms
Report illegal activities to appropriate authorities

12. Termination

12.1 Termination by Customer

Software licenses may be terminated according to the license agreement
Custom Development contracts may be terminated as specified in the project agreement
Consulting engagements may be terminated with reasonable notice

12.2 Termination by Provider

We may suspend or terminate Services:

For breach of these Terms or applicable agreements
For non-payment
If required by law or regulatory authority
With notice for operational or business reasons

12.3 Effect of Termination

Upon termination:

Licenses to use Software Products cease
Access to Services is revoked
Customer must cease use and destroy copies of Software Products
Outstanding fees become immediately due
Certain provisions survive termination, including confidentiality, IP rights, and limitations of liability

13. Indemnification

13.1 Customer Indemnity

The Customer agrees to indemnify and hold harmless Immersive Engineering Limited against claims arising from:

Customer's breach of these Terms
Customer's use of Services
Customer's violation of third-party rights
Customer's violation of applicable laws

13.2 Provider Indemnity

The Provider shall indemnify the Customer against claims that our Services infringe third-party intellectual property rights, subject to:

Prompt notification of the claim
Reasonable cooperation from the Customer
Provider's exclusive control of defense and settlement

14. Export Compliance

Services may not be used in violation of UK, EU, or US export laws and regulations. Users represent that they are not:

Located in a country subject to embargo or sanctions
Listed on any prohibited or restricted parties list
Using Services for prohibited end-uses (e.g., weapons development)

15. General Provisions

15.1 Governing Law

These Terms are governed by the laws of Scotland, excluding conflict of law principles.

15.2 Dispute Resolution

Disputes shall be resolved through good faith negotiation. If negotiation fails, disputes shall be subject to the exclusive jurisdiction of the courts of Scotland.

15.3 Entire Agreement

These Terms, together with any referenced agreements (EULA, project agreements, SOWs), constitute the entire agreement between the parties.

15.4 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full effect.

15.5 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

15.6 Assignment

The Customer may not assign or transfer their rights or obligations without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

15.7 Force Majeure

Neither party shall be liable for delays or failures due to circumstances beyond their reasonable control.

16. Contact Information

For questions regarding these Terms and Conditions, please contact:

Immersive Engineering Limited Edinburgh, Scotland Company Number: SC752873

Email: info@immersive-engineering.com

Last Updated: 5 January 2025