Welcome to the General Terms and Conditions for VRWAY Services!

These General Terms and Conditions (“GTC”) are declared to be applicable to all services available under the domain and sub-domains at http://sales.vrway.com (the “ Site”), whether for a fee or free of charge that are provided by Tech. VRWAY SA, Swiss Branch, Via Besso 59, 6900 Lugano, Switzerland (“VRWAY”), in execution of a VRWAY Service Contract (the “Contract”).

The Contract and this GTC  are effective upon acceptance by the Customer of the online Contract (order registration),
VRWAY  may amend this regulations  at any time by posting the amended terms on the Site. All amended terms shall automatically become effective after they are posted on the Site and any subsequent use of the Sites shall be governed by such amended terms. In addition, VRWAY will  notify its Customers  in accordance with their Notification Preferences.
You are advised to regularly check for any amendments or updates to the terms and conditions contained in this documents.
You must read, agree with and accept the Contract and all of the terms and conditions contained in this GTC and VRWAY’s Privacy Policy (http://about.vrway.com/legal/privacy.html).

VRWAY recommends that you visit by click-throughs links and read all the notices, policy and information referred to the Contract and the use of VRWAY websites, as they contain further terms and conditions which apply to you as VRWAY Customer or user.

USE OF THIS SITE and/or stipulation of VRWAY Service Contract SIGNIFIES YOUR UNDERSTANDING AND AGREEMENT TO COMPLY WITH THE this General terms and conditions. If you do not agree to be bound by this provisions, you may not use or access VRWAY services.

1) GTC application field

The GTC are declared to be applicable to all services rendered by VRWAY – whether for a fee or free of charge. In case of discrepancies, the other con­tractual provisions such as individual agreements stipulated in writing between VRWAY and a Customer (special serv­ice descriptions, service agreements, etc…) shall have prece­dence over the GTC. The currently valid and binding version of the GTC is being published on the Internet at http://sales.vrway.com.

2) VRWAY Customer

Any natural person over 18 years, legal entity or part­nership, which has concluded a Contract with VRWAY is referred to as a Customer.
If you subscribe a Contract as a legal entity, you represent, under your responsibility , that you have the authority to bind that entity to the agreed contractual provisions.
VRWAY services are not available to, and may not be used by, persons under the age of 18 years.
You accept sole responsibility for the legality of your actions under laws applying to you.

3) VRWAY Virtual Tour Services

VRWAY Virtual Tour Services (“VRWAY Services”) consists of providing for use, implementation and publication / release online on the Internet on VRWAY webites of VRWAY Virtual Tour ("VTV").
VTV Services for the Customer, consists of digital 360° panoramic photographs created using the VRWAY Communication technology ("In-mage"), representing the physical premises in their appropriate context (rooms, shops, interiors and exteriors, etc.) identified by the Customer for the purposes of promotion of the Customer’s activity through and on VRWAY websites such as www.aroundermagazine.com, www.vpbrochure.com, www.vrbg.com ("VRWAY Sites").
VTV may be published/put online on the Internet in the following ways:

• Hosting, that is, by publication on VRWAY Sites expressly identified in the Contract,
• ASP (Application Service Provider), that is, by publication of the VTV visible directly on the Customer’s web site(s), if existent.

The Customer’s VTV will be created, implemented and put online on the Internet in conformity with the technical criteria and conditions stipulated in the Contract in terms of type and technical features of the VTV, number of panoramic digital photographs (In-mages) making up the VTV, optional VRWAY services, VTV publication sites, terms of implementation and fees.

4) VRWAY In-mage Basic Services

VRWAY In-mage Basic Services (“In-mage Service”) consists of providing the Customer with 1 (one) to 10 (ten)  In-mage (s) supplied on a CDRom, without any publication on VRWAY Sites.

5) Changes to the agreed Services

While the Contract is in effect the Customer may at any time submit to VRWAY a written proposal for an amendment and/or extension to the VRWAY Services agreed on. If the Customer makes a request for amendment, VRWAY will notify the Customer within 7 (seven) days of receiving the request as to whether the change may be made and the consequences of the change on the fees, price and terms.

6) Shooting and implementation

Technical creation, shooting, implementation and publication online on the Internet of VTV shall be performed under the direction of VRWAY.
VRWAY will notify the Customer directly of an information for sessions by the photographer appointed for preliminary shooting of the In-mages which will make up the VTV (the “ Shooting schedule”).
The Customer agrees to provide the Photographer and other personnel assisting with shootingwith the utmost collaboration in order to optimise the quality of results and the use of time, granting the Photographer and personnel access to the premises to be represented in the In-mage. In particular, the Customer agrees to organise the places and premises to be photographed, providing all decorations desired in advance and identifying a contact person for the Photographer who will be in charge of ensuring the Photographer has free access to the places to be photographed. In this regard, if the Photographer should be unable to take digital panoramic photographs in the ways and at the times specified in the Shooting schedule for reasons attributable to acts or negligence of the Customer, the Customer shall directly pay VRWAY a lump sum of EURO 100.-- (one hundred), payable upon first request, for every hour of additional work by the Photographer as fair compensation of VRWAY, without any effect on the amounts due in full by the Customer under the Contract.

Services included in the VTV Service are considered to have been performed when the VTV is implemented and put online on the Internet on VRWAY Sites, in accordance with the technical criteria and conditions set forth in the Contract.
If VTV  is to be published on the Customer’s web site(s) as well, the Customer will be informed of the procedures required for correctly displaying the VTV on the Customer’s site(s). The Customer is  fully responsible for proper implementation of technical and operative procedures identified by VRWAY for ensuring that the VTV Service is correctly displayed on the Customer’s own web site(s), and VRWAY shall not perform any work directly on the Customer’s site for any reason.
The day of publication on VRWAY Sites identified in the Contract of the VTV will be confirmed to the Customer via  email ( “Notification of publication online”)
VRWAY Services  will be implemented on VRWAY Sites within min. 60 (sixty) days of receiving the first down payment, in accordance with the Contract.

7) Acceptance

If the Customer notes a lack or defect in the VTV , the Customer must notify  VRWAY in writing immediately, within 8 (eight) days of the date of publication online and release online on the Internet on VRWAY Sites. If this is not done, the services will be considered to have been accepted. The Customer agrees that he/she will have the sole right to demand improvement of the VTV.

8) VRWAY Services Prices

The binding and current prices for VRWAY Services (service fee and annual renewal fee) and In-mage Services are published on the Internet at http://sales.vrway.com  or can be obtained directly from VRWAY. The Customer will be given due notice of changes in prices and dis­counts for such services, which can be implemented at any time and can be effective from any date, in accordance with the contractual provisions.

9) Payment

The payment of VRWAY Services and In-mage Services ordered through an online Contract (via the Internet)  should  be made by the Customer through the online payment facility provider called paypal in accordance with contractual payment terms, under the liability of the Customer.
By using paypal the Customer agree to be bound by the terms and conditions governing the use of paypal system.
The contractual payment terms for any service provided by VRWA are deemed to be accepted without reservation by the Customer.
VRWAY reserves the right to execute VRWAY Services and In-mage Services under the condition of the full payment of the agreed services fees, in accordance with the contractual provisions.
If a service fee and/or a renewal fee payment is still not made until the end of the payment term, VRWAY is entitled to block, suspend or cease  all VRWAY Services to the Customer without further notice, and claim all other rights resulting from the Customer’s failure to fulfil the conditions of the Contract.
VRWAY Services fees are not calculated on the basis of the usage and should be paid even if the services have been blocked, suspended or ceased.
The Contract and this GTC  are effective upon acceptance by the Customer of the online Contract (order registration),

10) Duration and renewal

An individual Contract exists for every service provided by VRWAY.
As a rule, the Contract is executive upon acceptance by VRWAY of a written order of the Customer for a VRWAY Service or In-mage Service. In case of online orders (via the Internet), the Contract is executive upon acceptance by the Customer of the online Contract (order registration).
VRWAY Service exclusive use established in the Contract has the duration of 1 (one) year starting on the day on which the VTV is put online on the Internet by VRWAY on VRWAY Sites, as identified in the Notification of publication online, and shall be considered tacitly renewed for an additional period of 1 (one) year and so hereafter, under the conditions and renewal fees specified in the Contract, unless cancelled by one of the parties to the Contract 90 (ninety) days before the next expiration date by registered mail with advice of receipt.
The Customer shall send the notice of cancellation to:
Tech. VRWAY SA, Swiss Branch, Sales Department, Via Besso 59, 6900 Lugano (Switzerland),
The day of cancellation will be considered the shipping date stamped by post office on the cancellation letter.

11) Customer right of use

For the duration of the contractual relationship, VRWAY grants the Customer a non-transferable and exclusive right to use the VRWAY Services, in accordance with the Contract and this GTC. All other use are expressly forbidden.
VRWAY fully retains the right to all corresponding intellectual property rights on VRWAY Services (in-mages and VTV), included but not limited to all economic rights of exploitation, reproduction and communication to the public. In any case, VRWAY reserves the right to use this material for creation of CDRom and other media without notice.
If the Customer, in connection with this , infringes licensing rights of third parties and VRWAY is held liable therefore, the Customer shall hold VRWAY harmless against any such claims. With reference to In-mage Services only, VRWAY  waive all intellectual property rights  on the In-mage represented thereof, to the fullest extent permitted by law.

12) Customer Content

The Customer is solely responsible for all information ( included but not limited to any content, text, description, information, graphics, image, data, registration data, logo, messages, publicity, links and all other content included in VTV and VRWAY Services) published on VRWAY Sites under the Contract (collectively the “Customer content”).
The Customer under its sole responsibility, grants, to VRWAY a  world-wide, non-exclusive, perpetual, royalty-free, irrevocable, sub-licensable (through third parties) licence to exercise the copyright, trade mark, publicity, and database rights that  the Customer has in its Customer Content, in any media now known or not currently known, in order  to enable VRWAY to execute its activity and use  the Customer Content in order to execute the Contract. The Customer also waive all moral rights he has  in his Customer Content to the fullest extent permitted by law.
The Customer is solely responsible for accuracy, reliability, completeness, currentness and/or timeliness of his Customer Content.
VRWAY therefore is not responsible for any damage – direct, indirect or of any other kind - errors, losses, interceptions or similar events occurring in connection with the VTV (included but not limited to transmission of a message by e-mail and/or by e-commerce communication, either incoming or outgoing, in relation to any third party sender or recipient, through an e-mail or e-commerce link or similar route accessible through the VTV) and/or occurring in use of other sites accessible through links offered by the Customer in connection with the VTV and/or the Customer’s Site. The Customer is solely responsible for supplying access and accessing other sites through these links and VRWAY shall not be held liable for any damage – direct, indirect or of any other kind – related to access and/or use of sites accessible through the links.
If the Customer, in connection with Customer Content , infringes licensing and/or intellectual property rights or of third parties and VRWAY is held liable therefore, the Customer shall hold VRWAY harmless against any such claims.

13) Internet Abuse

The Customer must observe these GCT, any and other contractual provisions as well as the applicable legal regulations.
The Customer must not use  the VRWAY Services, Customer Content and Customer activities– directly or indirectly – for criminal activities and/or  illegal purposes and/or purposes which harm the rights of a third party, in breach of any applicable laws and regulations.
Customer Content and activities must not:

• be in breach of any applicable laws or regulations (including, but not limited to, laws governing consumer protection, unfair competition, false advertising,…);
• infringe any third party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy;
• be menacing or offensive, abusive, defamatory, or in breach of privacy, confidence, copyright, or any other rights;
• be fraudulent or involve the sale of counterfeit, illegal or stolen items;
• be false, misleading or inaccurate
• be obscene, indecent or contain child pornography;
• create liability for VRWAY or cause VRWAY  to lose (in whole or in part) the services of ISPs or other VRWAY’s suppliers;
• link directly or indirectly to or include descriptions of activities, informations, goods or services that: are prohibited under the present GCT or the Customer has not a right to link to or include under any applicable laws or regulations or agreement with third parties;
• contain any harmful computer elements into network systems, computer viruses, macro viruses, worms, trojan horses, or anything else designed to interrupt, disrupt interfere with the normal operating procedures of a computer or to surreptitiously intercept, access without authority or expropriate any system, data or personal information;
• cause unauthorised access to computer systems and/or networks,
• cause the Site to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Site is in any way impaired.
• Transmit  illegal material, cause corruption or destruction of data and/or impeding legitimate access to data.

The Customer shall protect and relieve VRWAY of all costs, damage - direct, indirect or of any other kind – demands or claims linked with violation of this clause. VRWAY shall reserve the right to claim compensation from the Customer for any damage, including damage to its image, consequences, expenses or costs born as a result of direct or indirect violation of this clause.

14) Breach

VRWAY has no duty to control, verify or judge the Customer’s compliance with this GCT, and in particular is not required to monitor activity  performed by the Customer through VRWAY Services and VRWAY Sites.
Without limiting its other claims or remedies, VRWAY reserves the right  to limit- at any time and at its sole discretion -Customer’s activity on/through the Site and VRWAY Sites and to proceed with suspension/blackout of VRWAY Services and  refuse to provide/renew  VRWAY Services to the Customer without notice: (i) if results a breach of the Contract and/or  GCT; (ii) if, despite VRWAY reasonable endeavours, VRWAY is unable to verify or authenticate any Customer Content and/or information provided by the Customer; or (iii) if VRWAY believe that your actions may cause VRWAY a  financial loss or legal liability.
No compensation shall be payable to the Customer.

15) Safety

The Customer is in any event responsible for its own site(s), the use of his connection(s), the use of passwords and shall treat confidential all personal and contractual data.
The Customer and each user accessing the VRWAY Services is responsible for guaranteeing protection and safeguarding of his or her data and computer equipment and for taking all precautions to prevent computer viruses or other elements or undesired harmful activity.
The Customer is obliged to keep VRWAY continuously informed of his current personal data such as name ,address, email address, and to notify VRWAY of any changes in this respect without delay online, in writing by email or by fax. In the event of fail­ure to comply with such safety regulations, the Customer shall be liable for any and all damage arising therefrom. The Customer acknowledges and accepts that VRWAY is not responsible for any damage that may occur to the Customer’s or a third party’s computer equipment following access to and/or use of VRWAY Services.

16) Personal Data

VRWAY undertakes to process Customer data with care and to comply with the provisions of the data protection regulations. VRWAY utilizes personal data for the performance and fullfilment of the offered VRWAY Services in compliance with the Contract and the applicable law (for an up-to-date list of existing categories of collected personal data, under the VRWAY’s Privacy Policy (http://about.vrway.com/legal/privacy.html).
For marketing purposes, the data will be used no longer than for a period of 24 (twenty four)months after its creation.
At any time, the Customer can forbid any processing of his personal data for marketing purposes, by a notice to be submitted to:
Tech. VRWAY SA, Swiss Branch, Data Protection,  Via Besso 59, CH-6900 Lugano.
In case that VRWAY renders services together with or via third par­ties – in Switzerland or abroad -, in particular calls to networks of other service providers, information services, roaming, WAP, ..., , etc, or if the Customer receives serv­ices from third parties over the network of VRWAY Communication Group, VRWAY may inform such third parties of data of its Customers insofar as such information is necessary for the provision or execution of these services or for the collection of receivables. Attention is invited to the fact that the storing, processing and for­warding of personal data abroad may be subject to other laws than those applicable in Switzerland.

17) No Warranty

Operation of the Site and VRWAY Sites  may be interfered with by numerous factors outside of VRWAY’s  control.

VRWAY  (and VRWAY’s parents, subsidiaries, affiliates, officers, directors, agents and employees) do not guarantee uninterrupted. continuous, ,fault-free or secure operation and/or access of VRWAY  Services on the Internet, as well as for an absolute protection of the Site and VRWAY Sites  against unauthorized access or interception.
VRWAY may at any time engage third parties for the fulfilment of a Contract.
The Site, VRWAY Sites  and VRWAY Services and In-mage Services are provided "as is" and as and when available, and to the extent permissible by law VRWAY  exclude all implied warranties, conditions or other terms, whether implied by statute or otherwise, including without limitation any terms as to skill and care or timeliness of performance.

18) Limitation of Liability.

Nothing in the Contract and in this GTC shall limit or exclude VRWAY  liability for death or personal injury resulting from VRWAY negligence or the negligence of VRWAY’s agents or employees. Subject to the foregoing, VRWAY (including VRWAY  parents, subsidiaries, affiliates, officers, directors, agents and employees) will not be liable for any financial and/or economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings), any loss of goodwill or reputation, or any special, indirect or consequential damages (however arising, including negligence) arising out of or in connection with the Contract and this GCT.
VRWAY (including VRWAY parents, subsidiaries, affiliates, officers, directors, agents and employees) also have no liability of any sort (including liability for negligence) for the acts or omissions of other providers of telecommunications services or for faults in or failures of their networks and equipment.
VRWAY (including VRWAY parents, subsidiaries, affiliates, officers, directors, agents and employees) also have no liability, guarantee or warranty  for Customers VTV and Customer Content.
VRWAY  liability to the Customers or any third party, and the liability of VRWAY parents, subsidiaries, affiliates, officers, directors, agents and employees, in any circumstance is limited up to the amount of VRWAY Services provided per year, in any event, however, up to a maximum of Euro 1000.—(thousand),  per Customer and year.

19) Indemnity.

The Customer agree to indemnify and hold VRWAY and (as applicable) VRWAY parents, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of Customer’s breach of the Contract and this GTC (including the documents incorporated by reference), or Customer’s violation of any law or the rights of a third party.

20) Notifications.

Unless otherwise explicitly stated, notices to VRWAY must be sent by registered mail to:
Tech. VRWAY SA, Swiss Branch, Legal Department, Via Besso 59, 6900 Lugano (Switzerland),
and notices to the Customer will be sent to the email address that the Customer provide to VRWAY in the Contract online form (receipt is deemed 24 hours after an email is sent, unless VRWAY receive notice that the email address is invalid), or by registered mail to the Customer address resulting in the Contract online form (“Notification preferences”).

21) Other agreements

The Customer waives his right to set-off with respect to all claims against VRWAY. Additional agreements, changes and supplements to the Contract, in particular to the GTC, namely to this clause, must be in writing to be valid. The Customer agrees that the Contract, this GTC and all incorporated agreements may be automatically assigned by VRWAY, in VRWAY’s sole discretion, to another VRWAY company (parent, subsidiaire, affiliate) in any case;  or to any third party in the event of a merger or acquisition or any other event.

22) Governing law and place of jurisdiction

The contractual relationship between VRWAY and the Customer under the Contract and this GTC shall be governed by and construed in accordance with substantive Swiss law, (any “renvoi” to any foreign law is expressly excluded) .

Subject to mandatory places of jurisdiction under substantive Swiss federal law, exclusive place of jurisdiction and place of performance for all disputes arising out of the Contract, this General Terms and Conditions and all incorporated agreements is Lugano (Switzerland).

23) General

If any provision of the Contract and/or of this GCT  is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforceable. VRWAY and the Customer are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by the Contract. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. VRWAY failure to act with respect to a breach by the Customer or others does not waive VRWAY right to act with respect to subsequent or similar breaches. The Contract and this GCT sets forth the entire understanding and agreement between VRWAY and the Customer with respect to its subject matter. No oral explanation or oral information given by any party shall alter the interpretation of the Contract and this GCT.

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