Terms and conditions of XG Geotools bv
General terms & conditions for services purchased and/or accessed online
1 Content of Agreement
This agreement is made between you (as the “Registrating User”) and XG Geotools bv (as the “Service Provider”) from the time at which you first create a user account on www.xg-geotools.com (the “Website”). It constitutes your acceptance of these Terms and Conditions in respect of your access to and use of the relevant Services.
A “Service” is defined as an online program offered by Service Provider such as but not limited to calculation programs, help files, databases and any other material produced by or made available by Service Provider. The term “Service” also covers online or offline workshops, courses and trainings provided by Service Provider. Service Provider provides multiple "Services" via the Website.
Service Provider is XG Geotools bv, a company duly registered in the Netherlands under VAT number: NL 8534 36 848 B01 and Chamber of Commerce number: 59353570.
The Registrating User is in this contract defined as the person or legal entity registering to the service. The “User” in this contract is defined as the person with access to the Services ordered. Unless otherwise agreed with Service Provider, each registration by a Registrating User gives right to access the Service with a maximum amount of unique Users as defined in the chosen subscription model only. Redistribution internally and externally is not allowed and subject to penalties. (See Clause 6).
In consideration of the payment of the applicable fees by the Registrating User, Service Provider agrees to provide the Services according to these terms and conditions.
The Services are supplied on the basis of a paid initial once-off subscription fee plus subsequent usage fees per Service ordered. The Registrating User will choose the subscription type and method of payment when subscribing to Services. The usage fees may vary depending on the subscription chosen.
The Service Provider may at its own discretion provide a limited trial subscription at no cost for the User. Trial subscriptions are for demonstration purposes only, the Service Provider accepts no responsibility whatsoever for the use of any results obtained from trial subscriptions.
Subscriptions are only valid and accepted upon receipt (through the Website) of correct and traceable user data and payment.
Subscriptions are non-transferable. Misuse by the (Registrating) User will result in immediate termination of the Subscription without possibility for refund.
All payments are due in advance.
Payment for the Services consist of an initial once-off subscription fee per Service, and a subsequent usage fee per calculation run. Individual runs are pre-purchased at a pre-defined price in accordance with the chosen subscription, and the (Registrating) User's Balance of available runs will be displayed online after logging into the (Registrating) User’s account. The (Registrating) User must maintain a positive balance of runs in order to perform calculations, however previously performed calculations will remain available without charge during a specific period of time (See Clause 4).
Payments can only be made by credit card through the registration pages of the Services. Service Provider accepts MasterCard© and Visa card© and does not charge additional credit card handling fees.
To ensure the security of your credit card information we use the latest Secure Socket Layer (SSL) technology. SSL is currently the preferred method to securely transfer credit card and other sensitive data over the Internet. Our PCI-DSS* compliant payment solution supports Verified by Visa and MasterCard© SecureCode™.
By entering your credit card information you state that you are authorized to make payments with this credit card and that you authorize the Service Provider to charge the amount you have requested to the credit card used.
As a Registrating User you specifically agree not to make use of the chargeback option of your credit card in connection with the Services.
4 Validity of Balance, Subscription and User data
A valid subscription gives the (Registrating) User access to the subscribed Service as long as the Service is supported by Service Provider. The (Registrating) User may access previously calculated results, and the (Registrating) User may perform new calculations provided the (Registrating) User Balance of available runs for that Service is positive.
The following exceptions do apply:
- If a Subscription has a balance of zero (0) calculation runs for a period of six (6) months or longer, Service Provider reserves the right to delete all stored project data;
- If there is no activity in a project file for a period of 12 months or longer, Service Provider reserves the right to delete the project file;
- If a Subscription is not used for a period of 18 consecutive months , the Subscription will be terminated by the Service Provider without a right for refund;
- If a Subscription is terminated (for whatever cause), Service Provider reserves the right to delete all stored data for that Subscription with immediate effect;
Each purchased Run has a validity of 18 calendar months. After that period the validity (e.g. usability) expires without a right for refund.
All prices on the Website and in Service Provider’s documentation are listed exclusive of any taxes such as but not limited to VAT, levies or the likes.
The charge for Value Added Tax (VAT) will be in accordance with Dutch Law.
Dutch VAT will not be charged if the (Registrating) User is a VAT taxable company established for VAT purposes outside The Netherlands, as the VAT liability is shifted to the recipient of the service (reversed charge).
6 (Re-) distribution
The Service Provider is the sole distributor of the Services. The (Registrating) User is not permitted to distribute part or all of the Services in any way to any third party without the prior agreement of the Service Provider.
The (Registrating) User is not allowed to use all or parts of the Services as part of a service or product offered to any third party without prior agreement of Service Provider.
Violation of this clause can lead to penalties up to € 50.000, - per violation.
7 Term and Termination
This agreement shall commence on the date that you first subscribe to a Service through the Website and will last for 18 months to be renewed automatically in 12 months intervals until terminated.
You may terminate your subscription in respect of the Services by no less than sixty days written notice prior to the renewal date. With the termination of the subscription any fees paid but unused become void without a right for refund.
On expiry or termination of this agreement for whatever reason Service Provider will remove the (Registrating) User’s access to the Services on the Website from the termination date on and all (Registrating) User data will be irrevocably deleted.
Service Provider treats all information from and about the (Registrating) User as private and confidential. We do not disclose such information to third parties unless we are forced to by law and except as necessary for our service provider hosting our payment application which in turn is bound by strict privacy regulations.
Any personal information that you provide is used for the purpose of giving you the best possible service only. We follow strict security procedures in the storage and handling of information that you have given us. This is to prevent unauthorized access or unlawful processing of your personal information.
Confidential Information means all information (whether written or oral) concerning the business and affairs or any other information of either party to this agreement which is obtained or received as a result of the use of the Services.
During and after termination of this contract, the parties to this agreement shall keep confidential and not disclose any or all Confidential Information except where:
- it was already lawfully known, or became lawfully known to either of the parties independently;
- it is in, or comes into, the public domain other than due to wrongful use or disclosure by the (Registrating) User;
- use of it is necessary to carry out this agreement; or
- disclosure is required by law.
Access to the Services is provided using the (Registrating) User’s personal login information consisting of username and password. The (Registrating) User is responsible for protecting and keeping secure his username and password from unauthorized use. The User must not disclose his username and password to any other party, whether internally or externally (refer to Clause 6).
10 Limitation of liability
The Service Provider does not represent or warrant, at any time during the period of this contract, that access to or use of the Service(s) will be uninterrupted or error-free or that the Services supplied are accurate or correct or that it meets any particular criteria of performance or quality.
The Service Provider shall not be liable to the (Registering) User in contract, tort or otherwise for any loss of revenue, business, anticipated savings or profits, loss of goodwill or data and/or for any direct and/or indirect and/or consequential loss whatsoever and howsoever arising suffered or incurred in connection with the performance of the obligations under this agreement including, without limitation, in connection with the Service(s) (whether or not caused by the negligence of the Service Provider). The Services are provided without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, correctness and delays.
The Services, their contents and conclusions, are based on an application of the Finite Element Method, and as such are prognoses and opinions which must be interpreted as such by persons with appropriate skills and knowledge to evaluate this type of advanced calculation. The Service Provider shall not be liable for any direct or indirect errors in the Services or in their conclusions and advice. It is solely the (Registrating) User’s responsibility to use and interpret the information generated by the Services and to value it on its merits.
The (Registrating) User shall accept sole responsibility for and the Service Provider shall not be liable for the use of the Services by the(Registrating) User (or any user) and the (Registrating) User shall hold the Service Provider harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use.
The Service Provider shall have no liability whatsoever for any liability of the (Registrating) User to any third party which might arise.
The (Registrating) User assumes full responsibility and risk of, and the Service Provider shall not be liable for, any loss which results from any transactions or decisions made by the (Registrating) User on the basis of the Services supplied by the Service Provider.
The input generated by the (Registrating) User (such as parameters) are and remain the property and responsibility of the (Registrating) User and can as such be used in any way the (Registrating) User desires. The output (results) of the Services can be used by (Registrating) User for the purpose they have been generated for by the Services and as such can be reproduced, published or summarized for distribution or incorporation into a report or other document.
All other content available through the Website including the Services, such as but not limited to the data, information, analysis method, calculations, models, forecasts, text, graphics, logos, button icons, images and data compilations is the property of Service Provider or its content suppliers and protected by international copyright laws. This site or any portion of it may not, without the prior written consent of Service Provider, be reproduced, published or summarized for distribution or incorporation into a report or other document or otherwise relayed or distributed in any form or by any means whether internally or externally to third parties or persons who have not paid for the Services.
12 Force majeure
The Service Provider shall not be liable to the (Registrating) User under the terms of this contract or otherwise if the Service Provider’s breach of its contractual and/or other obligations to the (Registrating) User are due in whole or in part to interruption and delay by reason of matters beyond its control (including but not limited to) acts of God, acts of any government, war, other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, internet access failure, industrial or labour dispute and/or inability to obtain essential supplies and the like.
13 General provisions
Nothing in this agreement shall create or be deemed to create a partnership or the relationship of principal and agent between the parties and the (Registrating) User shall have no authority to buy or to make any representation or warranty on the Service Provider’s behalf.
Neither this contract nor any part or portion may be assigned, sub-licensed or otherwise transferred by the (Registrating) User without the Service Provider’s prior written consent.
The Service Provider may without the prior written consent of the (Registrating) User assign any benefit or transfer, delegate or sub-contract any of their duties and obligations under this contract to any company which is associated with the Service Provider.
Should any provision of this contract be held to be void and invalid, unenforceable or illegal by a court the validity and enforceability of the other provisions will not be affected thereby. Service Provider will remedy such provision and (Registrating) User hereby accepts such remedies provision on forehand.
Failure of any party to enforce any provision of this contract will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
You are required to provide Service Provider with complete and accurate registration details and to update your information if it changes. If you fail to do so you will be in breach of this agreement.
14 Changes to these Terms and Conditions
Service Provider reserves the right to add to or change the provisions contained in these Terms and Conditions.
A notice regarding revised Terms and Conditions will be placed on the Website on the login page. The revised Terms and Conditions will be deemed accepted and will come into effect if the (Registrating) User then chooses to log in to the Website. If the (Registrating) User does not wish to accept the revised Terms and Conditions then the (Registrating) User must terminate this agreement.
15 Law and jurisdiction
These terms are and shall be governed by and construed in accordance with the laws of the Netherlands and any disputes shall be settled under the jurisdiction of the City of The Hague courts.
*: The PCI Data Security Standard represents a common set of industry tools and measurements to help ensure the safe handling of sensitive information. The PCI Security Standards Council was founded by American Express, Discover Financial Services, JCB International, MasterCard, and Visa Inc.