Terms & Conditions

 

YOUR SUBSCRIPTION AGREEMENT

Thank you for using AutoCal+.

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS OR OTHERWISE USING THE AUTOCAL+ SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF AUTOCAL+'S ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING IN TO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESES TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

Introduction
As part of the Service, AutoCal+ will provide you with use of the Service, to perform calibrations, view calibration data, manage data of instruments and reference standards. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the AutoCal+ website/ platform incorporated by reference herein, including but not limited to AutoCal+'s privacy and security policies.

License Grant & Restrictions
AutoCal+ hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by AutoCal+ and its licensors.
You may not access the Service if you are a direct competitor of AutoCal+, except with AutoCal+'s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or Service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
AutoCal+ is continuously in development, and Service provided also will change. AutoCal+ may at any time without notice notification add, delete or change functions to the Service. AutoCal+ may also limit, suspend or discontinue a Service at its sole discretion. If AutoCal+ discontinues a Service, we will send you a favorable outcome of an announcement, giving you the chance to obtain a copy of your content from this Service. AutoCal+ may, at its sole discretion, remove content from the Service we provide to you at any time.

You may use the Service only for your internal business purposes and shall not: (i) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (ii) attempt to gain unauthorized access to the Service or its related systems or networks.

Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify AutoCal+ immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to AutoCal+ immediately and use reasonable efforts to stop this breach of security (iii) not impersonate another AutoCal+ user or provide false identity information to gain access to or use the Service (iv) not disclose the password of your account to 3rd parties (v) use the Service in such an excessive way, above average usage of other users, which negatively influences the performance of the AutoCal+ Service.

You, not AutoCal+, shall have sole responsibility for the accuracy, quality, integrity, of all information that is provided, including but not limited to account, instrument & technical information that is required. You also accept that you bear full responsible for possible damages in the instruments, if (i) wrong/ incorrect information is provided in the calibration routine, (ii) if the instrument is incorrectly connected.

Intellectual Property Ownership
AutoCal+ alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the AutoCal+ Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the AutoCal+ Technology or the Intellectual Property Rights owned by AutoCal+. The AutoCal+ name, the AutoCal+ logo, and the product names associated with the Service are trademarks of Tradinco, and no right or license is granted to use them.

Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made monthly or annually in advance unless otherwise mutually agreed upon. All payment obligations are non-cancelable and all amounts paid are non-refundable. You must provide AutoCal+ with valid payment information for credit card or other chosen payment methods as a condition to signing up for the Service. AutoCal+ reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail or within the AutoCal+ website/ account. All pricing terms are confidential, and you agree not to disclose them to any third party.

Billing and Renewal
AutoCal+ charges and collects in advance for use of the Service. AutoCal+ will automatically renew and bill your credit card, or other available payment method to you either monthly or annually or as otherwise mutually agreed upon. The renewal charge will be equal to subscription fee and plan, unless AutoCal+ has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other Services will be charged on an as-quoted basis. AutoCal+'s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
You agree to provide AutoCal+ with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, chamber of commerce registration number, name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, AutoCal+ reserves the right to terminate your access to the Service in addition to any other legal remedies.

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

Non-Payment and Suspension
In addition to any other rights granted to AutoCal+ herein, AutoCal+ reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or AutoCal+ initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the subscription and plan you have choosen. You agree that AutoCal+ may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
AutoCal+ reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that AutoCal+ has no obligation to retain Data and that such Data may be irretrievably deleted if your account is 90 days or more delinquent.

Termination upon Expiration/Reduction in subscription Plan
This Agreement commences on the Effective Date. Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to chosen subscription period at the current set fees. You may terminate this Agreement or reduce the subscription plan, within your AutoCal+ account any time, all amounts paid remain non-refundable. AutoCal+may terminate upon the expiration of the then current License Term, by notifying You in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. You agree and acknowledge that AutoCal+ has no obligation to retain the Data, and may delete such Data, after 90 days of termination.

Termination for Cause
Any breach of your payment obligations or unauthorized use of the AutoCal+ Technology or Service will be deemed a material breach of this Agreement. AutoCal+, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, AutoCal+ may terminate a free account at any time in its sole discretion. You agree and acknowledge that AutoCal+ has no obligation to retain the Data, and may delete such Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. AutoCal+ represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the AutoCal+ tutorials and help documentation, under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

Disclaimer of Warranties
AutoCal+ and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or any content. AutoCal+ and its licensors do not represent or warrant that (A) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (B) the Service will meet your requirements or expectations, (C) any stored data will be accurate or reliable, (D) the quality of any products, Services, information, or other material purchased or obtained by you through the Service will meet your requirements or expectations, (E) errors or defects will be corrected, or (F) the Service or the server(s) that make the Service available are free of viruses or other harmful components. The Service and all content is provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by AutoCal+ and its licensors.

Internet Delays
AutoCal+'s Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. AutoCal+ is not responsible for any delays, delivery, failures, or other damage resulting from such problems.

Limitation of Liability
The total liability of AutoCal+ due to an attributable failure to perform the agreement or by any other reason is for the term of this Agreement per occurrence limited to compensation for direct loss up to the amount not exceeding the total of the remunerations (exclusive of Dutch VAT) paid by you in the twelve months prior to the loss-causing fact pursuant to this Agreement, up to a maximum of € 2.000.
The liability of AutoCal+ for indirect loss, including lost profits, lost savings, reduced goodwill, loss due to business interruption, is excluded. Excluded is also the liability of AutoCal+ due to disabled, destroyed or lost files, data, documents and other information carriers.
The aforementioned exclusions and limitations of the liability of AutoCal+ do not apply in case the loss has been caused by intent or gross negligence on the part of the company management of AutoCal+.
Unless performance has been rendered permanently impossible by AutoCal+, the liability of AutoCal+ will only arise due to an attributable failure to perform an Agreement if the Customer gives AutoCal+ written notice of default without delay, and if a reasonable term is set in which the failure in the performance can be remedied, and AutoCal+ continues to fail to comply with its obligations. The notice of default must include a full and detailed description of the alleged failure, so that AutoCal+ is actually provided with the opportunity to respond adequately to the notice of default.

A claim for compensation cannot be considered unless written notice has been given by you to AutoCal+ as soon as possible. All claims for compensation against AutoCal+ will be barred by the mere expiry of a period of 6 months after the inception of the claim.

Modification to Terms
AutoCal+ reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

Disputes and applicable law
The Agreement is governed by Dutch law. Any dispute between the Parties will be submitted to the competent Court in The Hague. The Parties may jointly decide to settle a dispute by way of arbitration or mediation.

Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@autocal.eu.