Terms and Conditions for AV1

1. Introduction

No Isolation Ltd, company reg. no 11744705, (the Company) offers a product and a service intended for children and young people (CYP) that are unable to physically attend school for shorter or longer periods of time. The product consists of an avatar (“AV1”) and an application (the “Application”, together “the Product”). The purpose of the Product is to allow children and young people suffering from physical and/or mental health-related conditions to access lessons and participate, as far as possible, in daily activities with their friends and classmates. The CYP’s friends may, for example, bring AV1 with them on trips, in the classroom or at a football game. Meanwhile, the CYP can observe and take part in what their friends are doing on their tablet or smartphone. The transmission occurs through the Application. The Application does not store any picture or sound from the livestream. Furthermore, only the CYP may log on to use the Product. 

This document and the information herein are the terms and conditions for the Product (the “Terms”).

The Terms are binding on all persons and legal entities which purchase, rent or use the Product, and you (as an individual, company, business, corporation or other entity) (“the Customer”) accept and agree to these Terms and any other terms set forth in the order (the “Order” and together with these Terms, the “Agreement”) by submitting an order or otherwise acknowledging your acceptance of the Terms, for example by using the Product.

The user of the Product (“User”) is the CYP who has access to the Application and their parents, carers or guardians. In addition to these Terms, the Users will be subject to separate terms and conditions applicable to use of the Application. The individual User will be asked to accept and agree to the application terms in Google Play or Apple store when the individual profile is created.

If you purchase or rent the Product as a donation or gift to a third party, you, as the buyer, accept and agree to the Terms by submitting an Order to the Company.

2. Personal Data and Information Security

All data, information and material of any kind provided to the Company by the Customer or Users, including personal data (the “Customer Data”) will be processed in accordance with applicable laws for data protection. For more information about our processing of Customer Data, please see our Privacy Statement.

In the case that the Product is used for purposes which are not solely personal or private, a Data Processing Agreement will regulate the data processing between the Parties. All Customer or User Data uploaded to the AV1 and Application by the Customer and/or User belongs to the User and/or Customer. The Customer is the Data Controller for all Customer Data processed by the Company in connection with the delivery of the Product and associated service. The Company will only process data, information and material in order to provide the service to the Customer in accordance with written processing instructions, including support, service and maintenance, and shall not process personal data for other purposes unless there is a legal obligation for such processing. The Company's standard Data Processing Agreement (DPA) is part of these Terms, and sets out further details on the data processing relationship. See our Data Processing Agreement for further details. 

3. Registration

It is the CYP who shall create a User profile in the Application. Parents shall not be entitled to log in to the CYP’s User profile. Parents shall furthermore not be entitled to view the screen when the CYP uses the Product unless otherwise agreed in writing between the User and the educational institution or any other institution etc. where the AV1 is located.

When registering, the CYP must create a PIN-code. The PIN-code shall not be used by anyone other than the CYP and must be kept in a safe place.

The Company may, by providing reasonable notice, require that the CYP changes their PIN-code. If it is suspected that the PIN-code may be used by someone else, the CYP must immediately change the PIN-code.

4. Term of the Agreement

Unless terminated earlier, pursuant to this Agreement, the initial term of this Agreement shall commence on the date of submission of the Order to the Company and shall continue for the period set forth in the Order (the “Initial Term”). Thereafter, unless otherwise stated in the Order, this Agreement will automatically renew for a period equal to such Initial Term (each such period a “Renewal Term”, and together with the Initial Term, the “Term”) unless either party notifies the other in writing prior to the expiration of the Initial Term or the then-current Renewal Term of their intention to terminate the Agreement. 

Such notice of termination to be a minimum of 30 (thirty) days before the expiration of the current term, by email to cancellations@noisolation.com  or by letter sent to the address below.

No Isolation Ltd

The Trampery

239 Old St, London EC1V 9EY

5. Price and Payment Terms

5.1. General Terms

The total price for the Product is stipulated in the ordering process. The price is paid in advance, and otherwise in accordance with the payment option chosen by the Customer in the ordering process. All prices are quoted including VAT.

The price includes:

• Unlimited 4G data
• User manual and support
• The Application and updates thereof
• Free software updates

In case of defaulting or late payment, the Company may, after at least fourteen (14) days’ written notice, make the Product unavailable to the Customer. In case of persistent late payments, the Company may terminate the Agreement.

5.2 Purchase

Unless otherwise agreed in the ordering process, when purchasing the Product, the Customer pays the price of the Product and a one (1) year support package when submitting the Order. Unless otherwise agreed in the ordering process, the data and support package fee shall be paid annually in advance and may not be cancelled or refunded (unless otherwise specified by the conditions in section 20). The payment for the data and support package is rolling. This means that if the Customer does not terminate the Agreement within the expiry of the Initial Period or the then current Renewal Period in accordance with section 4 above the Customer will be charged a data and support package fee for a new one (1) year period.

5.2 Rental

Unless otherwise agreed in the order process, the rent payment for the agreed term is payable in advance and may not be cancelled or refunded (unless otherwise specified by the conditions in section 17). The rental agreement is rolling which means that if the Customer or the Company do not terminate the Agreement within the expiry of the Initial Period or the then current Renewal Period, in accordance with section 4 above, the Customer will be charged for a new rental term..

6. Return of Rental Units 

In case of a rental, the Product shall be returned to the Company within a reasonable time after termination of the Agreement, and no later than thirty (30) days from termination. Unless otherwise agreed, the Customer shall cover the costs associated with the return of the Product. The costs of any missing or broken parts, etc. which is not covered by the warranty in section 17 shall be borne by the Customer. The Product shall be inspected by the Company within a reasonable time after return.

If the Product is not returned within one (1) month after the rental ends, the Company may invoice the Customer for an additional 3 month rental period.

If the Product is not returned within six (6) months after the rental ends, the Company may invoice the Customer for the full list price of the Avatar.

7. Late Payment

7.1 Failure to make payments 

If the Customer fails to pay any amounts due under this Agreement, the Company may (a) suspend the delivery of any Products and/or Applications, or (b) terminate this Agreement pursuant to the terms and conditions of this Agreement.

7.2 Late payment fees 

The customer shall pay interest on all late payments, calculated daily and compounded monthly at the lesser of the Bank of England Base Rate per month or the highest rate permissible under applicable law, calculated daily and compounded monthly provided, that with respect to any disputed payments, no interest payment shall be due until such dispute is resolved and the interest which shall be payable thereon shall be based on the finally-resolved amount of such payment, calculated from the original date on which the disputed payment was due through the date on which payment is actually made].  

The Customer  shall also reimburse the Company for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees, court costs, and collection agency fees.

8 Amendments to the pricing model

For further information on changes to the pricing model, please see the pricing terms from time to time in force on the Company’s website.

9. Number of Users 

Multiple Users may use the same AV1, but not at the same time. This means that if a different User is to be given access to the AV1, a new User profile must be created in the portal and the previous User profile must be deleted.

10. AV1 Admin Portal

AV1s are administered through an administration tool called AV1 Admin Portal. This web based User interface allows the Customer to monitor the AV1s they have purchased or rented.

In the AV1 Admin Portal, the Customer can monitor and administer the robots. The purpose of this is to give the Customer the technical means to assign AV1s to Users and schools, follow up on the User and/or school using the AV1, as well as monitoring the overall efficiency of their AV1s. 

The AV1 application requires input of a single-use alphanumeric keyword to allow customers and users to access and control an AV1. Keywords are viewed and generated in the AV1 Admin Portal by authorised administrators and school assistants. It is then the responsibility of the administrator or school assistants to pass on the keyword to the user. Users may then access their allocated AV1 by inputting the keyword into the AV1 app, after which they will be prompted to create and enter a 4 digit pin code.

In the event that a new keyword is required, for example to switch access between pupils or if the app is reset, it is the responsibility of the administrator or school assistant to generate a new keyword in the AV1 Admin Portal. Under normal circumstances the company will not provide keywords to the Customer or User and under no circumstances will keywords be provided over the telephone.

Keywords may be sent by an administrator or school assistant to an approved recipient who may include the user or approved school contact.

‍Access to information in the AV1 Admin Portal is dependent on the role the Customer employee is given. AV1 Admins can access information pertaining to their whole AV1 fleet, while Assistants can only access information pertaining to selected AV1s. Roles are delegated by the Customer’s (Controller’s) main contact person, who will have the role as “Admin” in the AV1 Admin Portal. 

The Company is responsible for making sure that the Portal is working as expected, and that the information provided there is correct. the Company takes no responsibility for the Controller’s delegation of access to the Portal or any information that might be stored there. It is the Controller’s responsibility to create and follow strict guidelines on access control. 

11. Delivery of the Product

11.1. General Terms

The Product is shipped to the Customer according to the shipping option chosen by the Customer in the ordering process.

Estimated shipping and delivery dates will be stated in the ordering process. The delivery date will depend on the selected shipping option and place of delivery, as well as the time of payment. The Customer acknowledges that delays in relation to the estimated shipping and delivery dates may occur. The Company shall not be held liable for delays in relation to estimated delivery date, provided that the Product is delivered within thirty (30) days after such estimated delivery date.

The Product is delivered to the delivery address specified by the Customer in the ordering process. The Customer is responsible for ensuring that the correct address is registered at all times and the Company shall not be liable for any loss caused by Customer's failure to update the delivery address.

Delivery has occurred when the Customer or Customer’s representative has received the Product, and the risk of the Product passes at that time. If the Product is not collected or received at the agreed time, and if this is due to Customer or circumstances related to the Customer, the risk passes to the Customer when the Product is placed at the Customer's disposal, and failure to collect/take receipt of the Product constitutes a breach by the Customer. the Company reserves the right to charge the Customer for additional shipping costs due to the Customer’s failure to collect/take receipt of the Product at the agreed time.

11.2. Donation purchases

For donation purchases, the Company may send the Product directly to the recipient of the donation on behalf of the Customer if Customer so wishes, and if Customer provides the recipient’s delivery address to the Company within a reasonable time after submitting the Order. The Customer shall choose the recipient of the donation himself, and the donation shall in all circumstances be deemed given to the recipient by the Customer. the Company shall under no circumstances choose a recipient on behalf of the Customer.

12. Customer Support

12.1 Technical Support

The Company will provide the Customer, through authorised account contacts, with technical support on setting up and configuring the Product ,access to the Product, and other issues related to the Product. Only authorised account contacts may request information or changes pursuant to the Agreement. 

The Company will make available during its standard business hours (UK 9am – 5pm) remote technical support regarding the Product providing  assistance with setup and  configuration. Such support shall not include assistance with Customer networks or issues relating to hardware compatibility. 

The Company  uses commercially reasonable efforts to maintain a standard response time to technical support issues. This response time will depend on the complexity of the inquiry and support request volume. The estimated time to respond does not apply to inquiries that require extensive research and testing.

12.2 Support Package

In addition to the technical support above the Company provides Customers with the following support as part of the included support package:

Extended Accident Warranty:

If your unit is damaged as a result of an accident, No Isolation will free of charge repair or replace the unit for a maximum of two (2) times as long as the customer has an active service package. This does not apply in the event of theft or loss.

Unlimited data

The service package includes unlimited 4G/3G data usage on AV1 over the cellular network in your country of purchase unless otherwise agreed.

Free software:

AV1 app for iOS and Android 

My AV1 Admin tool - (managing new keywords and set up wifi-networks)

Automatic software upgrades Your AV1 service package includes automatic software upgrades to the latest version available. Your current software version can be read in-app, or by contacting support.

13. Breach and termination of service

If one of the parties materially breaches its obligations under the Agreement and such breach is not remedied within thirty (30) days following written notice from the other party, the other party  may terminate the Agreement with immediate effect.

The Company reserves the right to make the Product unavailable to the Customer if these Terms are not complied with. It is at the Company’s discretion to determine such exclusion, but the Company undertakes to give a reasoned explanation of its decision upon request. The Company shall not be held financially liable in this regard. 

The Company shall furthermore have the right to terminate this Agreement in case of a breach of the Terms, such as abuse of the service, including, but not limited to:

• The User, the User’s Guardians or the Customer attempts taking pictures or screenshots of the live-stream, or in any other way attempting to record it 
• Use of the same Product by multiple Users simultaneously in breach of section 9
• Use of the Product in any other way that violates these Terms 
• If another reasonable cause exists.

14. User Responsibility

The User is responsible for all actions taken when using the Product. The Customer is responsible for ensuring that the Product is used properly and in accordance with these Terms. The User and Customer undertake to hold The Company harmless from any third party claims due to the User’s use of the Product in breach of these Terms. This also applies to use in breach of applicable laws and regulations.

The Company undertakes no responsibility for the Users’, Customers’ or any other third parties’ negligent use of the Product.

Damage caused by defects in the Product or damage/defects associated with its use must be notified to the Company immediately upon discovery.

15. Product Defects and Warranty

If the Customer discovers that the Product is defective, the Customer must, within a reasonable time after having become aware of the defect, submit a written complaint to the Company.

If the Customer is a consumer, complaints relating to defective Products must in all cases be notified to the Company within five (5) years after the Customer received the Product. For non-consumers, i.e. educational institutions or other organisations, the notification period is one (1) year from the date that the Customer received the Product. If it is determined that the Product has a defect, and if the Customer is a consumer, the Customer is entitled to all remedies available under applicable consumer protection law.

In addition, the Company will grant the Customer (both consumers and non-consumers), a right to repair or replace the Product up to two times if the Product is damaged, regardless of cause. Shipping is not included unless otherwise agreed. Thereafter it is possible to get the AV1 repaired or replaced at a fixed fee deductible of £650.00. The fee includes shipping. The Company reserves the right to change this section 15, third paragraph during the Agreement Term, but only once annually. The warranty does not apply if the Product is lost or stolen. 

16. Limitation of liability

Save as provided under the warranty provision in clause 15, the Company is not liable for any direct or indirect loss or damage, unless caused intentionally or by gross negligence on the part of the Company, or unless liability is established pursuant to mandatory law.

The Company’s liability to the Customer and the User is limited to the amount the Customer has paid to the Company for the Product, unless otherwise is stipulated in the mandatory law.

Except as expressly set forth herein, the Company is not responsible for any further financial losses the Customer and/or User may suffer as a result of using the Product. The Product is provided on an “as-is” basis and is used on User’s own risk.

17. Updates and maintenance

The Product’s software is updated regularly and automatically. The Company disclaims all liability for any damages caused by the Customer’s or User’s negligence to update the Product’s Software. Upon updates to hardware, the Product  can be submitted to the Company, whose current address can always be found on the Company’s website. Unless otherwise agreed with the Company, the Customer is liable to cover the cost of such hardware updates.

Neither the User nor the Customer must under any circumstances make any repairs or changes to the Product on their own initiative, but shall immediately notify the Company of any Product malfunction. The Company disclaims all liability for any damage inflicted on the Product as a result of the Customer’s or User’s own repair work.

The Company reserves the right to undertake necessary maintenance work on the Product. The Company will endeavour to perform such maintenance without unnecessary disturbance to the Customer or User. The Company shall not be held liable for any lack of access to the Product due to necessary maintenance or upgrade work.

18. Intellectual Property Rights

The content of the Product as well as all associated copyrights and other intellectual property rights belong to the Company and is the Company’s property. Customers and Users are responsible for ensuring that their use of the Product is in compliance with the Company's intellectual property rights.

The Customer or User may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to the Company with respect to the Product or other intellectual property rights belonging to the Company. The Company shall in its sole discretion determine whether or not to proceed with the development of such feedback. By giving their feedback the Customer or User acknowledges that the Company is given sole ownership of the feedback, and that no sums are payable by the Company for such feedback, neither at the date of the feedback nor in the future.

19. Force Majeure

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make previously owed payments to the other Party hereunder) when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”) that frustrates the purpose of this Agreement: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labour stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or similar influenza or bacterial infection; (j) emergency state; (k) shortage of power or transportation facilities; and (l) other similar events beyond the reasonable control of the Impacted Party.

20. Amendments to the Terms

The Company reserves the right to amend the Terms in the Agreement period. It is the Customer’s and Users’ responsibility to keep updated on the Terms in force from time to time, but if any material amendments are made, the Customer and User will be notified. If the Customer and Users continue to use the Product after an amendment is made, the Customer and  User shall be deemed to have accepted the amendment(s).

The Terms from time to time in force can be found at our website.

21. Cancellation of Purchase

If the Customer is a consumer, the Customer has the right to cancel this Agreement within thirty (30) days without having to provide a reason for the cancellation. The right to cancel expires thirty (30) days after the date the Customer or the Customer’s representative takes receipt of the Product.

In order to use the right of cancellation, you must inform us in a clear manner of your decision to cancel the Agreement, by email to cancellations@noisolation.com or by letter sent to the address below.

No Isolation Ltd

The Trampery

239 Old St, London EC1V 9EY

If the Customer cancels this Agreement, the Company shall refund any payments received from the Customer, including delivery costs (with the exception of additional costs incurred as a result of having chosen a different type of delivery than the low-cost type of standard delivery we provide) without undue delay and in all cases no later than fourteen (14) days after the day we receive notification of your decision to cancel the Agreement. Unless otherwise agreed, the refund will be made with the same payment method the Customer used for the original transaction. The Customer will not be charged any fees in connection with the refund. The Customer is liable only for a possible reduction in the Product’s value due to a handling of the Product beyond that necessary to determine its nature, characteristics and function. The Company reserves the right to hold back the refund until the Product has been returned, or until the Customer has submitted documentation showing that the Product has been returned.

The Customer shall cover the direct cost of returning the Product. In order to receive a full refund, the Product must be returned in the state it was received without defects or visible marks.

22. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of England and Wales In the event of a dispute arising out of or in connection with this Agreement, the Parties shall in good faith attempt to resolve the dispute through negotiations. Any dispute which the Parties fail to resolve amicably within a reasonable period of time may be brought before the ordinary courts of England and Wales. The Parties submit to the exclusive jurisdiction of the courts of England and Wales.