Metalitix terms and conditions

Terms

1 Making and ending a contract

1.1 These Terms of Business apply to contracts made between Aircards Limited (t/a Metalitix® and referred to in these Terms of Business as Metalitix®) and the Customer (the Customer is a person or organisation identified in an order acknowledgement from Metalitix® which is responsible for paying the Subscription Fees).

1.2 The Metalitix® Platform is owned and operated by Aircards Limited, with company number 12558369, whose registered office is at 3 Waterloo Square, Newcastle Upon Tyne, United Kingdom NE1 4DR.

1.3 The contract is made by the Customer completing the on-line forms on the website to create an account, choosing a pricing plan, accepting the privacy notice and these Terms of Business, making a successful payment of the Subscription Fees and receiving an automated message from Metalitix® confirming a unique order number.

1.4 The duration of the contract depends on the pricing plan which is chosen by the Customer – some pricing plans are based on a monthly subscription which can be ended by giving Metalitix® 30 days’ notice; other pricing plans involve a longer commitment. The website provides further details of the duration of the various pricing plans and how they can ended.

1.5 As part of the contract, the Customer will be given permission by Metalitix® to grant various rights of access to the Metalitix® Platform to more than one person (which may include the right for developers to link their projects to the Metalitix® Platform so that data relating to 3D spatial experiences is collected and/or the right for people to use the analytics capabilities of the Metalitix® Platform). Those persons are called ‘Platform Users’.

1.6 Metalitix® reserves the right to make changes to these Terms of Business from time to time. Metalitix® will notify the Customer of changes.

2 Subscription Fees and payment

2.1 The Customer must pay the Subscription Fees based on the chosen pricing plan.

2.2 The Subscription Fees are subject to volume limitations and additional fees (for example, storage or number of API requests) which are published on the Metalitix® Platform – Metalitix® will apply additional fees if the volume limitations are exceeded.

2.3 The Subscription Fees may be subject to VAT or other forms of sales tax depending on the location of the Customer.

2.4 The Subscription Fees are subject to change in accordance with indexation. Metalitix® has the right to change the Subscription Fees in line with changes in the Consumer Prices Index (CPI) published by the Office for National Statistics in the previous 12 months, with effect from 1 January in each year.

2.5 Metalitix® is entitled to charge interest (simple, not compound) on overdue payments at the rate of 8% over the Bank of England base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

3 Data privacy

3.1 Metalitix® collects personal data at the time that a contract is made with a Customer, which makes it a controller of personal data under UK GDPR and the Data Protection Act 2018 (“UK Data Protection Legislation”). The Metalitix® Platform displays a privacy notice which is accepted by the Customer when it makes a contract with Metalitix®. A link to the privacy notice can be found here.

3.2 Each party must ensure compliance with applicable UK Data Protection Legislation at all times during the term of the relevant contract. This clause 3.2 is in addition to, and does not relieve, remove or replace a party’s obligations or rights under the UK Data Protection Legislation.

3.3 The parties acknowledge that for the purposes of the UK Data Protection Legislation, the Customer is the controller and Metalitix® is the processor when the Customer interacts with the Metalitix® Platform.

3.4 Without prejudice to the generality of clause 3.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Metalitix® for the duration and purposes of these Terms of Business.

3.5 Without prejudice to the generality of clause 3.2, Metalitix® shall, in relation to any personal data processed in connection with the performance by Metalitix® of its obligations under these Terms of Business:

3.5.1 process that personal data only on the documented written instructions of the Customer unless Metalitix® is required by UK Data Protection Legislation to otherwise process that personal data;

3.5.2 ensure that it has in place appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss or destruction of the personal data;

3.5.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and not transfer any personal data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

3.5.4.1 the Customer or Metalitix® has provided appropriate safeguards in relation to the transfer;

3.5.4.2 the data subject has enforceable rights and effective legal remedies;

3.5.4.3 Metalitix® complies with its obligations under the UK Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

3.5.4.4 Metalitix® complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data.

3.5.5 notify the Customer without undue delay of becoming aware of a personal data breach;

3.5.6 at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by UK Data Protection Legislation; and

3.5.7 maintain complete and accurate records and information to demonstrate its compliance with clause 3.

3.6 The Customer consents to Metalitix® appointing third-party processors of personal data under this agreement.

3.7 The Customer agrees that it will not store or process information on the Metalitix® Platform relating to an identified or identifiable natural person (for example, by creating custom data fields to store email addresses of people who have participated in a 3D spatial experience). Failure to comply may result in both the Customer and Metalitix® breaching UK Data Protection Legislation, and may jeopardise Metalitix’s ability to provide services to the Customer and other customers.

3.8 Metalitix® is entitled to use and shall own aggregated (anonymised) data which is generated from the Metalitix® Platform for the purpose of Metalitix’s business, including improving, testing, operating, promoting and marketing Metalitix’s products and services (providing that the aggregated anonymised data cannot be linked specifically to the Customer or its data).

4 Rules for using the Metalitix® Platform

4.1 The Customer must ensure that Platform Users are aware of the rules for using the Metalitix® Platform, especially the rules prohibiting the collection, processing or storage of personal data.

4.2 The Metalitix® Platform must not be used for collecting, processing or storing personal data.

4.3 The Customer must comply with all relevant data privacy laws when collecting information associated with 3D spatial experiences.

4.4 The Customer and Platform Users must not share passwords.

4.5 The Customer must not share its right to access the Metalitix® Platform with third parties (i.e. people or organisations which are not Permitted Users).

4.6 The Customer must not reverse engineer the Metalitix® Platform or infringe Metalitix’s intellectual property rights or those of third parties.

4.7 The Customer must ensure that logging scripts are installed correctly on websites used by the Customer, which collect data relating to 3D spatial experiences (the latter data forms the basis of information processed and stored on the Metalitix® Platform).

4.8 The Customer must limit the use of logging scripts made available by Metalitix® to use solely in connection with the Metalitix® Platform.

5 Suspension or termination of the contract

5.1 If a payment from the Customer is more than 14 days overdue, Metalitix® has the right to suspend or limit the Customer’s access to the Metalitix® Platform after giving notice to the Customer.

5.2 Metalitix® has the right to terminate the contract if a payment is more than 30 days overdue, if the Customer still fails to pay within 48 hours of receiving a final written warning that the contract will be terminated if it does not pay.

5.3 Metalitix® has the right to suspend or terminate the Customer’s access to the Metalitix® Platform and its contract with Metalitix®, if the Customer breaches its obligations to Metalitix® (especially the rules in clause 4 above). The course of action taken and the period granted by Metalitix® to the Customer to remedy the breach will depend on the circumstances, including the impact on Metalitix® and its other customers. Some breaches may not be capable of remedy, in which case Metalitix® is entitled to terminate the contract by notice with immediate effect.

6 Liability

6.1 Metalitix® does not seek to limit or exclude liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation.

6.2 Neither party will be liable under or in connection with this contract (whether in contract or tort, including negligence) for loss of profits, revenue, anticipated savings or goodwill.

6.3 The liability of Metalitix® to the Customer for any loss or damage caused by a breach of contract or other act for which it is liable is limited to 200% of the subscription fees payable during the period of 12 months from the date of contract (with the exception of liability which cannot be excluded (clause 6.1) or is excluded (clause 6.2).

7 Law

7.1 The contract is made subject to the laws of England and Wales. Any disputes are subject to the non-exclusive jurisdiction of the courts of England and Wales.