TERMS AND CONDITIONS

These Terms and Conditions ("Agreement") govern the purchase of hardware and the subscription to the Software Service Plan provided by MotusVR Ltd ("we," "us," or "our") to the customer ("Customer",  "you" or “your”). By completing the Payment for Hardware and subscribing to the Software Service Plan, you agree to be bound by these Terms and Conditions.

1   DEFINITIONS

1.1    MotusVR is a trading name of Motus VR Ltd. MotusVR and Motus VR means Motus VR Ltd and successors and/or permitted assigns.

1.2    Customer: means the entity to whom the Product is supplied subject to these Conditions and whose order is accepted by MotusVR.

1.3 Hardware: The physical device(s) and associated accessories purchased by the Customer from MotusVR, as specified in the Order Confirmation.

1.4 Software: The proprietary software applications, firmware, and any pre-installed content provided by MotusVR  for use with the Hardware.

1.5 Hardware Payment:  A deposit and Balance payment constitutes the full and final purchase price for the Hardware.

1.6 Hardware Payment Terms: The deposit payment is due upon placement of order, with remaining hardware balance payable within 30 days of delivery.

1.7 Software Service Plan: The ongoing subscription service provided by MotusVR, which includes software updates, access to additional software content, and technical support and consists of 24 monthly service fee payments.

1.8 Monthly Service Fee: The recurring monthly payment made by the Customer for the Software Service Plan.

1.9 Acknowledgement of Order: means the form of communication sent by MotusVR to the Customer confirming an order of the Product in accordance with these Conditions.

1.10 Conditions: means these terms and conditions;

1.11 Confidential Information: means all communications and all information whether written, visual or oral and all other materials of a confidential or proprietary nature (including trade secrets and information of commercial value) supplied by either Party to the other;

1.12 Deliver/Delivery: means ex works at the Premises (INCOTERMS 2020);

1.13 Intellectual Property Rights: means all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights, intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;

1.14 Premises: means Registered Office of MotusVR or such other location as notified to the Customer;

1.15 Product: means MOTUS VR Relieve, and/or MOTUS VR Explore, and /or MOTUS VR Adventure to be supplied under these Conditions;

1.16 User: means any person who uses any Motus VR products;

2. HARDWARE PURCHASE

2.1. Outright Sale: The Hardware is sold to the Customer on an outright purchase basis. The deposit and balance payment constitutes the full and final purchase price for the Hardware.

2.2. Transfer of Title and Ownership: Upon successful receipt of the deposit and balance payment to MotusVR, full legal and beneficial title to the Hardware shall immediately and irrevocably transfer from MotusVR to the Customer. The Customer shall be the sole owner of the Hardware from this point onwards.

2.3. Risk of Loss and Damage: From the moment of delivery of the Hardware to the Customer or the Customer's designated delivery address, the entire risk of loss, theft, damage, or destruction of the Hardware shall pass to the Customer. The Customer is responsible for insuring the Hardware if desired.

2.4. No Repossession Rights: MotusVR shall have no right to repossess or reclaim the Hardware from the Customer under any circumstances, including but not limited to, the Customer's failure to make Monthly Service Fee payments for the Software Service Plan.

3. SOFTWARE SERVICE PLAN

3.1. Service Description: The Software Service Plan provides the Customer with quarterly software updates, dedicated technical support and content revisions for 24 months. 

3.2. Service Period and Renewal: The initial Service Period for the Software Service Plan is 24 months, commencing from the date of Payment of the Hardware deposit. Upon the expiration of the initial 24-month Service Period, the Software Service Plan will automatically renew for successive 12 month periods unless terminated by either party in accordance with Clause 6.

3.3. Nature of Payments: The Monthly Service Fees are solely for the provision of the Software Service Plan and do not contribute to the purchase price or ownership of the Hardware. These fees are for ongoing services and content access.

3.4. Software License: The Customer is granted a non-exclusive, non-transferable, revocable license to use the Software and access the Software Service Plan content solely in conjunction with the purchased Hardware and for personal/internal/business use, as applicable, for the duration of the active Software Service Plan. This license terminates upon the termination or expiration of the Software Service Plan.

4. PAYMENTS

4.1. Hardware Payment:  The deposit and balance payment constitutes the full and final purchase price for the Hardware. The deposit payment is due upon placement of order, with the balance  payable within 30 days of delivery.

4.2 Payment for the Product and any other amount payable by the Customer shall be in pounds sterling (or such other currency as MotusVR shall direct in its sole discretion). The Customer shall reimburse MotusVR all costs and expenses (including legal costs) incurred in the collection of any overdue payments.

4.3 Receipt of Payment: No payment shall be deemed to have been received until MotusVR has received cleared funds.

4.4 Unfettered Payment: Payment of all sums provided for under these Conditions shall be made in full and free from any deductions, rights of settlement, counterclaims or liens.

4.5  Monthly Service Plan Fees: The Monthly Service Fee for the Software Service Plan is payable in advance on a recurring monthly basis, starting with the Deposit Payment. 

4.6  Late Payments: If any Monthly Service Fee is not received by the due date, MotusVR reserves the right to suspend access to the Software Service Plan. Access to the Software Service Plan will be reinstated upon receipt of all overdue payments.

4.7  Changes to Monthly Service Fees: Following the initial 24 months, MotusVR reserves the right to adjust the Monthly Service Fee for renewal periods, provided that the Customer is given at least 60 days prior written notice of any such change.

5. WARRANTIES AND DISCLAIMERS

5.1. Hardware Warranty: The Hardware is covered by a limited manufacturers warranty for 12 months from the date of the Deposit Payment, covering defects in materials and workmanship. This warranty does not cover damage caused by misuse, accident, unauthorised modification, or normal wear and tear.

5.2. Software Service Plan Warranty: MotusVR warrants that the Software Service Plan will be provided with reasonable care and skill. We do not warrant that the Software or Software Service Plan will be uninterrupted, error-free, or meet all of your specific requirements.

5.3. Disclaimer: Except as expressly provided in this Agreement, the Hardware, Software, and Software Service Plan are provided "as is" and "as available" without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

6. TERM AND TERMINATION

6.1. Hardware Purchase: The purchase of the Hardware is a one-time transaction. Once the Balance Payment is made, title is transferred and the Hardware purchase cannot be terminated or refunded, except as provided under consumer rights legislation or the Hardware warranty.  (see also Clause 17)

6.2. Software Service Plan Termination by Customer: During the initial 24-month Service Period, the Customer may terminate the Software Service Plan by providing 60 days written notice. However, no refunds will be issued for any remaining portion of the initial 24-month Service Period, and all Monthly Service Fees for the remainder of this period will remain due and payable. 

6.3. Software Service Plan Termination by MotusVR: MotusVR may terminate the Software Service Plan immediately upon written notice to the Customer if: 

  • The Customer breaches any material term of this Agreement, including failure to make Monthly Service Fee payments, and fails to remedy such breach within 14 days of written notice. 

  • The Customer uses the Software or Software Service Plan in a manner that is illegal, infringes on intellectual property rights, or is detrimental to MotusVR’s systems or reputation. 

  • MotusVR ceases to offer the Software Service Plan generally, in which case, reasonable notice will be provided, and any pre-paid fees for services not rendered will be refunded on a pro-rata basis.

6.4. Effect of Software Service Plan Termination: Upon termination or expiration of the Software Service Plan: 

  • The Customer's access to software updates, additional software content, and any other services provided under the Software Service Plan will cease. 

  • The Customer's ownership of the Hardware remains unaffected. The Hardware will continue to function with its existing software, but without further updates or access to premium content that requires an active Software Service Plan. 

  • Any outstanding Monthly Service Fees will become immediately due and payable.

7    INTELLECTUAL PROPERTY 

7.1   All intellectual property rights in the Software, Software Service Plan content, and any associated documentation (excluding any third-party components) are owned by or licensed to MotusVR.

7.2   The Customer acknowledges that all Intellectual Property Rights in MotusVR’s Products and accessory products and/or any documentation relating thereto (together with any enhancements, modifications, derivatives and/or any other amendments thereto) shall remain vested in Motus VR and/or its licensors. The Customer shall have no rights in respect of any Intellectual Property Rights belonging to MotusVR (or its licensors) nor any goodwill associated therein, except for the rights to use MotusVR’s Products. 

7.3  This Agreement grants the Customer a limited, non-exclusive, non-transferable license to use the Software and access the Software Service Plan content as part of the service, but does not transfer ownership of any intellectual property rights.

7.4    The Customer shall not copy, reverse engineer, dismantle, modify, or enhance the Product. 

8    LIMITATION OF LIABILITY

8.1  To the maximum extent permitted by law, MotusVR shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the Hardware, Software, or Software Service Plan; (b) any conduct or content of any third party on the Software Service Plan; (c) any content obtained from the Software Service Plan; and (d) unauthorised access, use or alteration of your transmissions or content.

8.2  In no event shall the aggregate liability of MotusVR for all claims relating to the Hardware, Software, or Software Service Plan exceed the total amount paid by the Customer to MotusVR under this Agreement in the twelve (12) months preceding the date of the claim.

9   GOVERNING LAW AND JURISDICTION

9.1  This Agreement 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 construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

10  SPECIFICATION AND FITNESS FOR PURPOSE 

10.1   Each Product supplied to the Customer under these Conditions shall conform in all material respects to   the Specification unless otherwise stated in the Acknowledgement of Order.

10.2   The responsibility for ensuring that the Product is sufficient and suitable for a particular purpose is the Customer’s, unless specifically stated in writing by a director of MotusVR. Any advice or recommendation given by an employee of MotusVR which is not confirmed in writing by a director of MotusVR is acted on entirely at the Customer’s risk and MotusVR shall not be liable for any such advice or recommendation which is not so confirmed. 

10.3    The Customer shall indemnify and hold harmless Motus VR from and against all actions, claims, losses, costs, damages and expenses whatsoever arising out of or in connection with any use of the Products, or sales of the products.

10.4   Motus VR sincerely hopes you will enjoy using Motus VR product(s) but if under clause 10.2 there is reason to return then: Product must be returned within 14 days of the date that it was received and product returned must be in new/unused condition.

11   INDEMNITY

11.1   The Customer shall be liable for and shall indemnify Motus VR in full against any claim or proceedings, expense, fees (including legal fees), liability and/or other losses whether arising directly or indirectly where the Customer is in breach of these Conditions so as to constitute an infringement of any Intellectual Property Rights belonging to Motus VR or its suppliers.

12   PRICE

12.1    Except as otherwise agreed, the quoted price for the Product is exclusive of any Value Added Tax or other applicable sales tax, levy or duty required by law. For the avoidance of doubt, the Customer shall pay all charges, duties and/or other taxes required by law and/or which are assessed against the Product in any relevant jurisdictions.

12.2    Except as otherwise agreed, the price for the Product shall be Motus VR’s price for the Product at the date of Motus VR’s Acknowledgement of Order or, in the event of Motus VR requiring payment before Delivery of the Product, the date upon which such payment is requested.

12.3    Motus VR reserves the right to increase the price of any Product, on written notice to the Customer, to reflect any additional costs and expenses to Motus VR in manufacturing, assembling or delivering the Product. Such price increase shall only apply to orders received after the date on which Motus VR provides the Customer with such written notice pursuant to this Clause 12.3.

13    DELIVERY

13.1    Whilst every reasonable effort shall be made to keep to a delivery date, time of delivery shall not be of the essence and the company shall not be liable for any losses, costs, damages or expenses incurred by the customer or any other person or company arising directly or indirectly out of any failure to meet any estimated delivery date. 

13.2    Motus VR shall be entitled to deliver instalments in any sequence. No default or failure by Motus VR to deliver one or more instalments shall entitle the Customer to repudiate these Conditions to which the instalments relate and/or to claim damages in respect thereof. Each instalment shall be a separate contract provided that Delivery for instalments may be withheld until the price for the Product comprised in earlier instalments has been fully paid. 

13.3   The quantity of any consignment of Products as recorded by Motus VR at Delivery shall be conclusive evidence of the quantity received by the Customer unless the Customer can provide conclusive evidence proving the contrary.

14    LIMITATION OF LIABILITY

14.1    Under no circumstances shall the company be responsible for any indirect, incidental, or consequential damages.

15    LEGAL DISCLAIMER FOR ALL PRODUCTS SOLD BY MOTUS VR LTD

15.1    The Customer if not the eventual user accepts responsibility for bringing this legal Disclaimer to the attention of all who the Customer introduces as users of MotusVR’s Products.

15.2    Disclaimer: The user acknowledges there is a risk involved in all exercise activities and that the MotusVR treadmill, ‘Adventure’ system has a similar risk to roller skating. The use of a MotusVR treadmill (Adventure and Explore) whilst wearing or using Virtual Reality (VR) immersive equipment e.g., Head Mounted Display glasses may increase risk. It is strongly recommended that the supplied MotusVR Containment Frame be used at all times when using the MotusVR Adventure treadmill and that users are seated when using the MotusVR Explore treadmill. All persons who use products sold by Motus VR Ltd do so at their own risk and accept full liability of any consequences. This includes but is not limited to the user and any other persons.

15.3    Motus VR Ltd and their owners/officers/directors/employees or representatives will not be held liable for any injury, accident, death, property damage or incidental or consequential damages arising out of the use of any products sold.

16    CONFIDENTIALITY

16.1     Each of Motus VR and the Customer shall at all times:

      • use its best endeavours to keep all Confidential Information confidential and accordingly, not disclose any Confidential Information to any other person; and

      • not use any Confidential Information for any purpose other than the performance of its obligations under these Condition

        16.2     Confidential Information may be disclosed by either Party:

      • to the extent required by law; or

      • where it is public knowledge at the date of disclosure or can be shown by the disclosing party to have been known prior to such disclosure.

 16.3     The Customer acknowledges that the Products contain the proprietary, confidential and trade secret information of Motus VR.

16.4     Each party shall only divulge Confidential Information of the other to those of its employees, agents or sub-contractors who are directly involved in the performance of these Conditions and shall take all reasonable precautions to ensure that such employees and/or agents of sub-contractors are aware of and comply with these obligations as to confidentiality.

16.5     The provisions of this Clause 16 shall remain in full force and effect for a period of five (5) years from the date of the last Acknowledgement of Order issued by Motus VR to the Customer.

17    TERMINATION AND CANCELLATION (see also Clause 6.1)

17.1    Motus VR shall be entitled to forthwith terminate any order placed by the Customer by written notice if the Customer fails to pay any invoice, or in advance if requested, in accordance with these Conditions, or the Customer commits any continuing or material breach of these Conditions; or makes any composition with its creditors; or suffers any distress or execution to be levied upon its assets; or is wound up either compulsorily or voluntarily; or suffers a receiver of any of its assets to be appointed; or ceases or threatens to cease carrying on business; or otherwise fails to pay its debts as and when they fall due.

17.2    If the Customer purports to cancel any order or any part thereof or refuses to accept Delivery then without prejudice to any other rights or claims which Motus VR may have, the Customer shall:

pay to Motus VR an amount equal to the full cost to Motus VR of all components, purchased by Motus VR or which Motus VR is committed to purchase as at the date of such cancellation and which relate to the relevant order, provided that Motus VR shall use its reasonable endeavours to mitigate its losses arising from such cancellation by utilising such components wherever possible to meet orders of other Customers; or

take Delivery of and pay to Motus VR, the price in accordance with the terms of these Conditions in relation to any Product that is in the process of being delivered to Customer at the date of Enforcement: Failure by Motus VR at any time to enforce any of these Conditions shall not be construed as a waiver by Motus VR of such Conditions or any other Conditions and Motus VR shall be entitled to enforce any such breach at any time.

17.3  Dispute Resolution: The parties agree that they shall attempt to resolve any dispute regarding any right, obligation, duty, or liability arising out of the provisions of this Agreement through informal discussions or negotiations prior to resorting to formal dispute resolution. If, at any time following the commencement of any such discussions or negotiations, either party determines such discussions or negotiations are not likely to result in a reasonable resolution of the dispute, it may send to the other party a written statement of the issues or problems being discussed or negotiated ("Dispute Statement"). If the dispute has not been resolved within sixty (60) days after the mailing of the Dispute Statement, either party shall have the right to serve a written demand for arbitration upon the other and thereby commence binding arbitration in accordance with governing laws.

17.4   Nothing in these Conditions is intended to confer any benefit on any third party (whether referred to herein by name, class, description or otherwise) or any right to enforce a term contained in these conditions.

18     GENERAL PROVISIONS

18.1    Entire Agreement: This Agreement constitutes the entire agreement between you and MotusVR  concerning the Hardware Purchase and Software Service Plan and supersedes all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and MotusVR.

18.2    Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

18.3   Force Majeure: Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labour or materials.

18.4   Assignment: You may not assign or transfer this Agreement, or any rights or obligations hereunder, by operation of law or otherwise, without our prior written consent. Any attempt to do so without such consent will be void.

18.5    No Waiver: No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and MotusVR's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. 

18.6   All quotations and offers are made and all orders are accepted by Motus VR subject to these Conditions and, except as otherwise provided herein, all other terms, conditions or warranties are excluded from any contract between Motus VR and the Customer including any terms and conditions which may purport to apply under any order or similar document. All orders for the Product shall be deemed to be an offer for the Customer to purchase the Product pursuant to these Conditions. Acceptance or Delivery of the Product shall be deemed conclusive evidence of the Customer's acceptance of these Conditions.

18.7   Any written quotation or estimate provided by Motus VR shall constitute an invitation to treat and no binding contract shall be created by the placing of an order by the Customer unless and until Motus VR has sent an Acknowledgement of Order to the Customer.

18.8 Particulars: No particulars contained in any advertising matter, catalogues web site, publications and/or any other information supplied by Motus VR nor any verbal representation by any employee or agent of Motus VR shall be part of these Conditions nor shall they be treated as constituting a representation on the part of Motus VR. The Customer acknowledges that there are no representations outside these Conditions which have induced it to enter into these Conditions.

18.8    Alterations / Modifications: No alterations or modifications to these Conditions shall be binding on Motus VR unless expressly accepted in writing by Motus VR. 

18.10   Notices: Any notice required to be served pursuant to these Conditions shall be served on Motus VR at the Premises or such other address as Motus VR may from time to time notify to the Customer and on the Customer at the address notified to Motus VR by first class registered post, registered air mail or by e-mail. Any such notice served by post shall be deemed to have been served in the case of a destination in the UK 3 days after the date of dispatch and 7 days after the date of dispatch to any other destination. In the case of email, when the email is available to be read in the recipient's inbox.

18.11  Exclusions: All conditions, warranties or other terms implied by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law. No term of these Conditions is intended to confer a benefit on, or to be enforceable by, any person who is not a party to these Conditions.

19    GENERAL DATA PROTECTION POLICY

19.1    Motus VR collects information from customers to provide purchased product as follows:

      • This information consists of your name, email address, Customer and shipping address and the product(s) you purchased.

      • Motus VR will not share this information with third parties.

      • Motus VR will communicate with you to answer questions and may communicate with you to inform you of product updates and new products.

      • If you wish to remove your information from our data files then once you have confirmed your details to us then we will action that without delay.

        19.2   Credit Card e-commerce transactions are conducted by Stripe a 3rd party provider and sensitive information is not provided nor is it sought by Motus VR.

19.2    "Contact" email addresses supplied to Motus VR via our website will not be shared with others and will only be used to communicate to answer questions, engage in conversation if the other party so wishes and to connect interested parties if written release is provided.