By accepting a quote and undertaking a Project, you (“you”, the “Client”) agree to and accept these Terms and Conditions of Virtuelle Technologies Limited (hereinafter referred to as “We”, "the Company"). Acceptance can be via email, issuance of a purchase order, payment of initiation, or by signing a proposal or letter of engagement. Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our Terms and Conditions. In the event of conflict between these Terms and Conditions and any terms of a Client’s purchase order or other documents, these Terms and Conditions will apply.
All estimates and quotes are based on our understanding of your requirements and based on any inputs and files received from you at the time. Any changes to the design or functionality, including minor improvements, may incur additional costs. It is the Client’s responsibility to ensure and clarify our understanding in a face-to-face meeting, video call or written communication.
Quotations and project timeframes are valid for 15 days from the date of issue, and are based on resources available at the time. The Company reserves the right to alter or decline to provide a quotation after this period.
All quotes are exclusive of any and all applicable taxes, including but not limited to sales tax, value added tax, withholding tax and transfer tax.
Clients must ensure that all requirements are included in the quotes/proposals/estimates and that we fully understand their requirements. Clear guidelines, along with specific details and a detailed project brief, must be provided. Any discrepancy due to unclear requirements may lead to additional costs.
Clients must provide all necessary information, input files, feedback, and approvals promptly. Delays in providing these may delay the project and incur additional costs.
All project content, including but not limited to drawings, files, 3D models, moodboards, materials specifications and all related materials need to be provided to us within the first week of starting the project, unless agreed otherwise by us in writing. Any delays thereafter may delay the project and incur additional charges if it goes beyond a reasonable timeframe.
The Client agrees to provide feedback on interim deliverables, milestones, or questions in a timely manner, and in any case no later than five (5) business days after a request is made. Any failure to provide feedback within this window shall constitute a delay by the Client, triggering the "Permissible Delays & Schedule Extension" mechanisms outlined in Clause 6.2.
The Client must disclose any specific technical complexities, legacy system integrations, or specific deployment platforms (e.g., Web, VR, Mobile, PC) prior to the issuance of a quote. The Company operates in good faith and relies on the Client to provide full details. Any requirements or deployment targets not explicitly disclosed during the quoting phase that result in increased workload will be treated as a Change Request and charged additionally.
The Client acknowledges that the Company may utilize Open Source Software (OSS) components (e.g., libraries, plugins, SDKs) in the development of the Project. Such OSS components are provided under their respective license terms (e.g., MIT, Apache). The Company disclaims all warranties regarding OSS components.
The Company reserves the right to utilize Generative AI tools (including but not limited to MidJourney, ChatGPT, GitHub Copilot) to assist in the creation of code, assets, or concepts. The Company ensures that such usage does not compromise the Client’s license to the final deliverable.
Project quotes are calculated based on a specific allocation of team resources and workload strictly tied to the agreed scope. Consequently, there are finite man-hours allocated to each task, including project management, 3D modelling, and game design/implementation. Minor changes may be included within the allocated hours, analysed on a case-by-case basis.
Any rework on an already completed task will attract additional charges. Any changes in the design or project after the design or milestone approval will incur additional charges.
The Company will make every effort to complete the project/changes within the given timeframe. Reasonable delays are accepted if functionalities are redefined or modified. The Client recognizes and accepts that at times there may be unforeseen circumstances that will delay the development process, particularly with reference to the integration of third party software. The Company will try its best to complete the project as agreed in the proposal. As long as it is within a reasonable period, the Client agrees not to penalize the Company for any genuine delay, when every effort to keep the project on the proposed schedule is taken.
The Client acknowledges that the Project timeline relies on prompt feedback.
Day-for-Day Extension: For every day the Client delays in providing necessary files, content, feedback (per Clause 3.4), approvals, or payments beyond the agreed schedule, the Project delivery date shall be automatically extended by one (1) business day.
Idle Time: If the production team is blocked from working due to Client delays for more than five (5) consecutive days, the Company reserves the right to charge for Idle Time or pause the project entirely.
Upon delivery of the Project (or specific milestone), the Client shall have a period of five (5) business days to test the deliverables ("User Acceptance Testing"). If the Client does not provide a written list of issues/bugs within this period, the deliverable shall be legally Deemed Accepted.
Any bugs (programming errors) reported during or for a period of fifteen (15) days after delivery of the Project do not attract additional charges.
Any modifications requested during development or after delivery of the Project / Deemed Acceptance will incur additional charges.
Projects are generally produced and tested on hardware using recent versions of software including but not limited to Unreal Engine and Unity, and optimised to run on the final device(s) depending on the Project. Mobile compatible projects are tested on iPhones and Android mobile devices. Virtual Reality projects are tested on Meta Quest 3, unless otherwise specified. Any additional software, deployment or device testing must be discussed with and agreed by the Company in advance.
The Company cannot guarantee correct functionality with all current and future hardware and software across different operating systems.. We reserve the right to quote for any work involved in changing the project design or code for it to work with any updated OS, browser or other software.
Unless explicitly agreed in a separate "Maintenance Contract," the Company provides no ongoing maintenance, Service Level Agreement (SLA), or server support after the 15-day bug period. Any server updates, security patches, or API fixes required after delivery are billable.
If the project or web application is not hosted on a Company server, any additional man-hours required due to server or network-related issues are not covered in our quotes and may be charged separately.
Any third-party component purchase costs (including but not limited to gaming PCs, sales centre touch screens, VR headsets and controllers) are not included in our quotes, unless explicitly specified otherwise. Although we do our best to recognize the suitability of any third-party component, any unforeseen limitations of third-party components are beyond our control. Any hardware supplied by the Company shall be covered by its own respective warranty, and the Company shall not be held liable for any faulty component. The Company will however endeavour to have any faulty hardware supplied by the Company repaired, replaced or otherwise substituted to the best of its abilities.
Where the Company supplies hardware (including but not limited to Gaming PCs, VR Headsets, or Touchscreens):
Operator Error: The Company is not liable for damage caused by Client misuse, negligence, or improper installation. This includes blocking air vents, placing hardware in enclosed spaces without adequate ventilation (leading to overheating/frying), exposure to liquid, or physical drops.
Risk of Loss: Risk of loss or damage to hardware passes to the Client immediately upon delivery to the carrier (shipping provider) or upon handover at the Client’s premises.
Warranty: Any hardware supplied shall be covered by its own respective manufacturer warranty. The Company shall not be held liable for faulty components but will endeavour to assist in the RMA process.
If a project is stalled or placed on hold by the Client for more than three (3) months, the Company reserves the right to re-quote the remaining work to account for software version updates (e.g., Unity/Unreal engine upgrades) and resource reallocation.
All intellectual property rights in and to the materials, renderings, drawings, 3D models, and any other content or information ("Client IP") provided by the Client to the Company for the purpose of executing the Project shall remain the sole property of the Client. The Client hereby grants the Company a non-exclusive, non-transferable, worldwide, indefinite license to use the Client IP solely for the purpose of carrying out the Project and for marketing of the Project thereafter. The Company acknowledges that no ownership or proprietary rights in the Client IP are transferred to the Company under this Agreement, except for the rights explicitly granted herein.
Notwithstanding any provision to the contrary herein, all intellectual property rights in and to the proprietary code, user experience/user interface designs, software, designs, methodologies, and any other materials or innovations created, developed, used, or implemented by the Company during, prior to or independently of the Project ("Virtuelle IP") shall remain the exclusive property of the Company. The Client acknowledges that no ownership or proprietary rights in the Virtuelle IP are transferred to the Client under the Project of any corresponding Agreement.
The Company hereby grants to the Client a non-exclusive, non-transferable, worldwide license to use the Virtuelle IP incorporated into the final deliverables as part of the Project ("Project IP") solely for the purpose of utilizing, displaying, and promoting the Project. This license does not include the right to modify the Project IP, create derivative works (except as expressly permitted herein for marketing content), sell, sublicense, or otherwise transfer the Project IP to any third party.
The Project related copyrights can be transferred to the Client at an additional cost, after the full payment of the Project and upon signing the Certificate of Acceptance. The Company reserves the rights to refuse the transfer of ownership if irregular circumstances arise, or if the Project related copyrights would include Virtuelle IP which the Company deems confidential. Copyrights handed over to the Client do not include rights to re-use the code for another Project or re-sell the programming code for any commercial or non-commercial purposes. In the case of business restructuring or ownership change, ownership of the Project may be transferred from one owner to another. New owners are not allowed to re-sell or re-use for any commercial or non-commercial purpose.
Virtuelle is a trade mark of Virtuelle Technologies Limited, a company incorporated under the laws of the United Arab Emirates. Clients, Partners, Suppliers, Sub-contractors and any other 3rd party organisation or individual are not allowed to use the Virtuelle trademarks including the name, logo and symbol in any way shape or form without a written permission from us.
All invoices must be processed as per the schedule via bank transfer. Payments must be made within 5 working days of each milestone/schedule, unless mutually agreed otherwise, in the currency quoted on the invoice.
All fees, including but not limited to bank fees, intermediary bank fees, currency conversion fees, should be borne by the Client. Any discrepancy between the amount stated on the invoice and the amount received by the Company will be deemed an underpayment of the invoice, and payment requested ad hoc or added to the subsequent invoice, as the case may be.
The deposit payment must have been received by the Company for the corresponding Project to start. The Project timeline will only commence upon receipt of the initial/deposit payment in cleared funds in the Company’s bank account.
Payment of all outstanding Project fees must be made prior to the Project being delivered, going live and/or handover of the Project files.
Receipt of a payment is deemed as acceptance of the quote, milestone, delivery and/or project, as the case may be, and of these Terms and Conditions.
Suspension of Services: If an invoice remains unpaid for more than seven (7) days past its due date, the Company reserves the right to suspend all work, revoke access to hosted content or Company servers, and withhold final delivery until the account is settled.
Late Payments: Late payments incur a fee of 10% of the pending amount and an administration fee of USD 50.00 per month. The Company reserves the right to refer unpaid amounts to a debt collector, with associated costs borne by the Client.
Third-Party Costs: Any payment relating to hosting or 3rd party products must be paid in full in advance and is non-refundable. In case of all renewal cancellations, we must be notified at least 30 days before the renewal date.
Refunds: If the order is cancelled after the commencement of work, the Company reserves the right to keep the deposit payment in its entirety. The maximum refund will be 50% of the Project value. No refunds if cancellation occurs when more than 50% of work is completed.
Termination of services by the Client must be requested in writing. The Client will be invoiced for work completed up to the date of first notice of cancellation for payment in full within 30 days.
The Client will indemnify and hold the Company, its licensors, content providers, service providers, employees, agents, officers, directors, contractors and sub-contractors (the “Indemnified Parties”) harmless from your breach of any of these Terms and Conditions or any other terms, conditions, policies or procedures herein, including, without limitation, any use of content other than as expressly authorized in these Terms and Conditions. Client agrees that the indemnified parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify and hold harmless the Indemnified Parties from any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information obtained from the Company.
During the term of the Project and for a period of twelve (12) months thereafter, the Client shall not, directly or indirectly, solicit, hire, or contract with any employee, contractor, or freelancer of the Company who was involved in the Project. Breach of this clause shall incur a placement fee equal to 100% of the employee’s annual gross salary.
he Company provides services as is, without guarantees on security or other issues leading to loss of data, sale, or reputation. The Company will not be liable for any loss or damage caused by any inaccuracy, omission, delay, or error. We ensure to the best of our ability that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however we will not be held liable for any disruption of services if such a situation arises.
The Company will not be liable for any damages arising from misrepresentation or misinformation. Clients will indemnify and hold the Company, its licensors, content providers, service providers, employees, agents, officers, directors, contractors, and sub-contractors harmless from your breach of these terms.
For Projects involving Virtual Reality (VR), Augmented Reality (AR), or Physical Immersive experiences:
The Company shall not be liable for any physical injury, property damage, or personal health issues (including but not limited to seizures, photosensitivity, eye strain, or motion sickness) experienced by the Client or end-users.
The Client is responsible for displaying appropriate Health & Safety warnings to end-users.
The Company will not be liable for any breach of these Terms and Conditions, Project timelines, or Agreement with the Client in general, which is caused by a matter beyond its reasonable control including but not limited to Acts of God, fire, lightning, explosion, war, disorder, flood, earthquake, major power grid disruptions, industrial disputes (whether or not involving their employees), extremely severe weather, or acts of local or central government or other competent authorities.
The Client and the Company agree that in the course of the Company providing the Services to the Client, the parties may disclose to each other certain Confidential Information. The Client and the Company agree that each party will maintain the Confidential Information’s confidentiality and not disseminate it to any third party without the disclosing party’s prior written consent, save that this obligation shall not apply to any Confidential Information that either party has a duty (whether legal or otherwise) to communicate or that is in the public domain or is already in the receiving party’s possession through no fault of the receiving party. Neither party shall use any Confidential Information for any purpose other than the discharge of its respective obligations under the terms of this Agreement.
Confidential Information includes, but is not limited to, designs, concepts, drawings, moodboards, code, source code, software, and any and all technical, financial, strategic, and other proprietary and confidential information relating to the Parties or their mutual business engagements. This obligation will survive the termination of the Project and any other engagement of the Company by the Client.
To the extent that the Company processes personal data on behalf of the Client, the parties acknowledge that the Client is the "Controller" and the Company is the "Processor." 16.2. The Company agrees to process data in compliance with applicable laws, including the DIFC Data Protection Law No. 5 of 2020 and applicable UAE regulations.
The Client acknowledges that the deliverable software is proprietary. A "Created by Virtuelle.io" graphic, logo, or small graphic shall be displayed within the footer, loading screen, or credits section of the deliverables. If the Client wishes to remove this attribution, a White Label Fee (agreed in writing) must be paid. Removing the logo without payment constitutes a breach of copyright.
The Company reserves the perpetual right to display the Project deliverables (including renders, screen recordings, and behind-the-scenes footage) in its portfolio, website, and social media, subject to the following conditions:
Confidentiality: the Company shall not disclose any confidential information or trade secrets of the Client without prior written consent.
Attribution: the Company may identify the Client by name and use the Client's logo in connection with the case study, unless otherwise specified in writing by the Client.
Scope of Use: the Company may describe the project's objectives, methodologies, solutions implemented, and results achieved, focusing on the Company’s role and contributions.
Prior Review: Before publishing any case study or portfolio item related to the Client's project, the Company shall provide the Client with a draft for review and approval. The Client shall have ten (10) business days to request reasonable modifications or object to the publication. Should no reply be received from the Client within this time frame, the Company may proceed with publication.
Embargo: If the Project is confidential, the Client may request a Publicity Embargo for up to ninety (90) days post-delivery. After this period, the Company is free to publish the work for self-promotion.
Client Objection: While the Client may object to specific confidential details being shared, they may not unreasonably withhold the Company’s right to claim authorship of the work.
This agreement shall be governed and construed in accordance with the laws of the United Arab Emirates and the parties hereby submit to the exclusive jurisdiction of the courts of the Dubai International Financial Centre (DIFC).
These Terms and Conditions, combined with the approved Proposal/Quote, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements, whether written or oral, regarding the subject matter herein.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
Failure by the Company to enforce any provision of these Terms and Conditions at any time shall not be construed as a waiver of its right to enforce that provision or any other provision at a later date.
The Client may not assign, transfer, or subcontract its rights or obligations under this Agreement to any third party without the prior written consent of the Company. The Company reserves the right to assign or subcontract its rights or obligations to qualified third parties.
The Company is an independent contractor. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties.
All formal notices, communications, and correspondences are generally conducted via email. It is the Client’s responsibility to keep the Company updated with their relevant current email addresses. Notices sent by email shall be deemed received on the same day if sent during business hours, or the next business day if sent after hours. Communications sent via instant messaging platforms (including but not limited to WhatsApp, Telegram, or SMS) shall not be considered official notices, valid approvals, or formal instructions.
The Company reserves the right to modify, alter, or update these Terms and Conditions from time to time at its sole discretion without having to provide prior notice to the Client. It is the Client's responsibility to review these terms periodically. Continued use of the Company's services following any such changes constitutes acceptance of the new Terms and Conditions.
If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern our relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.
The term ‘Company’ or ‘us’ or ‘we’ refers to the owner of the website: Virtuelle Technologies Limited whose registered office is Unit 147, Level G, Gate Avenue – South Zone, Dubai International Financial Centre, Dubai, UAE. The Company registration number is CL7478 registered in the United Arab Emirates. The term ‘you’ refers to the user or viewer of our website. The use of this website is subject to the following terms of use:
