1. DEFINITIONS
    1. WizDish means WizDish Ltd and successors and/or permitted assigns.
    2. The Purchaser means the entity to whom the Product is supplied subject to these Conditions and whose order is accepted by WizDish.
    3. In these Conditions (and any appendices or attachments hereto) the following words and phrases shall, unless the context otherwise requires, have the following meanings:
      • Acknowledgement of Order: means the form of communication sent by WizDish to the Purchaser confirming an order of the Product in accordance with these Conditions;
      • Conditions: means these terms and conditions;
      • 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;
      • Company:  means WizDish Ltd
      • Customer: means the Purchaser
      • Deliver/Delivery: means ex works at the Premises (INCOTERMS 2000);
      • 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;
      • Party/Parties: means WizDish and/or the Purchaser;
      • Premises: means 7 Orchard Grove Chalfont-St-Peter SL9 9EU, United Kingdom or such other location as notified to the Purchaser;
      • Product: means a ROVR locomotion platform and/or ROVR Shoes and/or ROVR overshoes and/or VR Containment Frame to be supplied under these Conditions;
      • Specification: means WizDish's standard specification of the ROVR and/or ROVR Shoes and/or VR Containment Frame;
      • User: means any person who uses a ROVR locomotion platform.
      • ROVR: means a locomotion platform and accessories manufactured and/or supplied by WizDish Ltd.
  2. GENERAL
    1. All quotations and offers are made and all orders are accepted by WizDish subject to these Conditions and, except as otherwise provided herein, all other terms, conditions or warranties are excluded from any contract between WizDish and the Purchaser 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 Purchaser to purchase the Product pursuant to these Conditions. Acceptance or Delivery of the Product shall be deemed conclusive evidence of the Purchaser's acceptance of these Conditions.
    2. Any written quotation or estimate provided by WizDish shall constitute an invitation to treat and no binding contract shall be created by the placing of an order by the Purchaser unless and until WizDish has sent an Acknowledgement of Order to the Purchaser.
    3. No particulars contained in any advertising matter, catalogues web site, publications and/or any other information supplied by WizDish nor any verbal representation by any employee or agent of WizDish shall be part of these Conditions nor shall they be treated as constituting a representation on the part of WizDish. The Purchaser acknowledges that there are no representations outside these Conditions which have induced it to enter into these Conditions.
    4. No alterations or modifications to these Conditions shall be binding on WizDish unless expressly accepted in writing by WizDish.
  3. SPECIFICATION AND FITNESS FOR PURPOSE
    1. Each Product supplied to the Purchaser under these Conditions shall conform in all material respects to the Specification unless otherwise stated in the Acknowledgement of Order.
    2. The responsibility for ensuring that the Product is sufficient and suitable for a particular purpose is the Purchaser’s, unless specifically stated in writing by a director of WizDish. Any advice or recommendation given by an employee of WizDish which is not confirmed in writing by a director of WizDish is acted on entirely at the Purchaser’s risk and the Company shall not be liable for any such advice or recommendation which is not so confirmed. Except as set out in Clause 11, the liability of the Company to the Customer, should any warranty, statement, advice or recommendation confirmed in accordance with this Clause 3.2 prove to be incorrect, inaccurate or misleading, will be limited to the refund of the price paid for the Products or, at the Company’s option, the supply of replacement Products which are sufficient and suitable. 
    3. The Purchaser shall indemnify and hold harmless WizDish from and against all actions, claims, losses, costs, damages and expenses whatsoever arising out or in connection with any use of the Products, or sales of the products.
    4. Wizdish sincerely hopes you will enjoy using the ROVR but if under clause 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 
  4. INTELLECTUAL PROPERTY
    1. The Purchaser acknowledges that all Intellectual Property Rights in the ROVR 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 WizDish and/or its licensors. The Purchaser shall have no rights in respect of any Intellectual Property Rights belonging to WizDish (or its licensors) nor any goodwill associated therein, except for the rights to use the ROVR.
    2. The Purchaser shall not copy, reverse engineer, dismantle, modify, or enhance the Product.
  5. INDEMNITY
    1. The Purchaser shall be liable for and shall indemnify WizDish in full against any claim or proceedings, expense, fees (including legal fees), liability and/or other losses whether arising directly or indirectly where the Purchaser is in breach of these Conditions so as to constitute an infringement of any Intellectual Property Rights belonging to WizDish or its suppliers.
  6. PRICE
    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 Purchaser shall pay all charges, duties and/or other taxes required by law and/or which are assessed against the Product in any relevant jurisdictions.
    2. Except as otherwise agreed, the price for the Product shall be WizDish's price for the Product at the date of WizDish's Acknowledgement of Order or, in the event of WizDish requiring payment before Delivery of the Product, the date upon which such payment is requested.
    3. WizDish reserves the right to increase the price of any Product, on written notice to the Purchaser, to reflect any additional costs and expenses to WizDish in manufacturing, assembling or delivering the Product. Such price increase shall only apply to orders received after the date on which WizDish provides the Purchaser with such written notice pursuant to this Clause 7.3.
  7. PAYMENT
    1. Payment for the Product and any other amount payable by the Purchaser shall be in pounds sterling (or such other currency as WizDish shall direct in its sole discretion) and the total amount payable as agreed with WizDish shall be due from the Purchaser in advance of Delivery. The Purchaser shall reimburse WizDish all costs and expenses (including legal costs) incurred in the collection of any overdue payments.
    2. No payment shall be deemed to have been received until WizDish has received cleared funds.
    3. 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.
  8. DELIVERY
    1. Whilst every reasonable effort shall be made to keep to any 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.
    2. WizDish shall be entitled to deliver installments in any sequence. No default or failure by WizDish to deliver one or more installments shall entitle the Purchaser to repudiate these Conditions to which the installments relate and/or to claim damages in respect thereof. Each installment shall be a separate contract provided that Delivery for installments may be withheld until the price for the Product comprised in earlier installments has been fully paid.
    3. The quantity of any consignment of Products as recorded by WizDish at Delivery shall be conclusive evidence of the quantity received by the Purchaser unless the Purchaser can provide conclusive evidence proving the contrary.
  9. LIMITATION OF LIABILITY
    1. Under no circumstances shall the company be responsible for any indirect, incidental or consequential damages.
  10. LEGAL DISCLAIMER FOR ALL PRODUCTS SOLD BY WIZDISH LTD
    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 WizDish ROVR's.
    2. The user acknowledges there is a risk involved in all exercise activities and that the ROVR has a similar risk to roller skating. The use of a ROVR whilst wearing or using Virtual Reality (VR) immersive equipment e.g. Head Mounted Display glasses may increase such risk. It is strongly recommended that a VR Containment Frame be used at all times when using the products sold. All persons who use products sold by WizDish 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.
    3. WizDish 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.
  11. CONFIDENTIALITY
    1. Each of WizDish and the Purchaser shall at all times:
      1. use its best endeavours to keep all Confidential Information confidential and accordingly, not disclose any Confidential Information to any other person; and
      2. not use any Confidential Information for any purpose other than the performance of its obligations under these Conditions.
    2. Confidential Information may be disclosed by either Party:
      1. to the extent required by law; or
      2. 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.
    3. The Purchaser acknowledges that the Products contain the proprietary, confidential and trade secret information of WizDish.
    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, agents of sub-contractors are aware of and comply with these obligations as to confidentiality.
    5. The provisions of this Clause 11 shall remain in full force and effect for period of five (5) years from the date of the last Acknowledgement of Order issued by WizDish to the Purchaser.
  12. TERMINATION AND CANCELLATION
    1. WizDish shall be entitled to forthwith terminate any order placed by the Purchaser by written notice if the Purchaser fails to pay any invoice, or in advance if requested, in accordance with these Conditions, or the Purchaser 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.
    2. If the Purchaser purports to cancel any order or any part thereof or refuses to accept Delivery then without prejudice to any other rights or claims which WizDish may have, the Purchaser shall:
    3. pay to WizDish an amount equal to the full cost to WizDish of all components, purchased by WizDish or which WizDish is committed to purchase as at the date of such cancellation and which relate to the relevant order, provided that WizDish shall use its reasonable endeavours to mitigate its losses arising from such cancellation by utilising such components wherever possible to meet orders of other purchasers; or
    4. take Delivery of and pay to WizDish, the price in accordance with the terms of these Conditions in relation to any Product that is in the process of being delivered to Purchaser at the date of cancellation.
  13. FORCE MAJEURE
    1. Except for the payment of the Price by the Purchaser, neither party shall be liable to the other for any delay or non-performance of its obligations under these Conditions arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, delay or failure of any supplier, sub-contractor or carrier, war, fire, flood, explosion or civil commotion.
  14. MISCELLANEOUS
    1. The Purchaser may not assign, novate, sub-licence, subcontract or in any way dispose of its rights or obligations under these Conditions to any third party without the prior consent of WizDish.
    2. Any notice required to be served pursuant to these Conditions shall be served on WizDish at the Premises or such other address as WizDish may from time to time notify to the Purchaser and on the Purchaser at the address notified to WizDish by first class registered post, registered air mail or by e-mail, telex or facsimile. Any such notice served by post shall be deemed to have been served in the case of a destination in the UK 2 days after the date of dispatch and 7 days after the date of dispatch to any other destination. In the case of service by telex or facsimile when the addressee's machine acknowledges receipt thereof and in the case of email, when the email is available to be read in the recipient's inbox.
    3. Save to the extent permitted by law, these Conditions set forth shall constitute the entire agreement between the parties and shall supersede any and all previous agreements or understandings between the parties. The parties acknowledge that any supplementary agreements drafted by WizDish relating to the Products shall be read in conjunction with these Conditions.
    4. 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.
    5. Any term of these Conditions which is judged to be void or unenforceable shall to the extent of such invalidity be severable and the continuation in full force and effect of the remainder of the provisions will not be prejudiced.
    6. Failure by WizDish at any time to enforce any of these Conditions shall not be construed as a waiver by WizDish of such Conditions or any other Conditions and WizDish shall be entitled to enforce any such breach at any time.
    7. These Conditions and any contract formed between the Parties pursuant to these Conditions shall be governed and interpreted in accordance with the laws of England and shall be subject to the jurisdiction of the English Courts but nothing in this Clause shall limit the right of WizDish at its sole discretion to bring proceedings in connection with these Conditions, or any such contract in any other court of competent jurisdiction.
    8. 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. 
    9. 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.