We are numeric-GmbH. Our registered office is at 210, DornacherStrasse, CH-4055 Basel, Switzerland. Our other contact details are on our company website www.numeric-gmbh.ch.
These terms and conditions set out the agreement between us and the individual or organisation applying for the provision of our Services.
We explain in the headings what each clause covers. These headings are for guidance only and are not legally binding. When we say "including", we mean "including without limitation".
The following have particular meanings in the these terms and conditions:
Consumer : a natural person acting outside his trade, business or profession
Content : information, documents, text, software, music, sound, photographs, graphics, video, messages and other materials of any kind and in any form
Exceptional Circumstances : where we consider that:
Personal Data : as defined in the Data Protection Act 1998
Regulation : all applicable laws, statutes, regulations, standards or codes of conduct, whether or not compulsory
Services : any services which we supply to you
Software : any Software which we supply or make available to you in connection with the Services
Your Content : Content which you (a) run on the Services, (b) cause to interface with the Services, or (c) upload to the Services; or otherwise transfer, process, use or store in connection with the Services.
1 We may need to change the terms and conditions. If so, we will post notice on our website for a reasonable period before the change takes effect. Please check our site constantly. If you continue to use our Services after the effective date of the revised terms and conditions, you will be bound by them.
We do not promise:
You acknowledge that we may have to suspend the Services for repair, maintenance or improvement. If so, we will restore them as quickly as is reasonably possible.
We may change or discontinue any part of the Services at any time.
The Services include support only insofar as specified on our website. If so, we will use reasonable endeavours to meet any specified response times and to rectify specified faults or problems but do not guarantee that response times or rectification will be achieved.
We shall not in any event be obliged to supply support:
in respect of faults or problems directly or indirectly or indirectly arising from:
where you are using anything other than the most recent version of any relevant software;
where you or any third party not authorized by us has modified the relevant software or attempted to resolve the problem; or
if any fees due to us are unpaid.
Any support which we agree to supply in addition to that covered by agreement between us shall be charged at our then current standard rates and such fees shall be payable within 14 days of invoice.
You promise that you have power and authority to enter into this agreement.
You promise that you are at least of the legal age to form a binding contract with us.
You must comply with the current technical documentation applicable to the Services (including the applicable developer guides) as posted and updated from time to time on our website. In addition, if you create technology that works with a Service, you must comply with the current technical documentation applicable to that Service (including the applicable developer guides) as posted and updated from time to time on our website. You must comply with our reasonable instructions, requests and guidelines concerning the Services, including on our website.
You will provide information or other materials related to Your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Agreement. We may monitor the external interfaces (e.g., ports) of Your Content to verify your compliance with the Agreement. You will not block or interfere with our monitoring, but you may use encryption technology or firewalls to help keep Your Content confidential. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content.
You promise that all information including contact and payment information (eg email and postal addresses, credit card numbers) which you provide in connection with the Services is accurate, complete and not misleading and that you will update it so that it remains so.
You must comply with the Amazon Acceptable Use Policy and bring it to the attention of your authorised users. You acknowledge that this policy may change from time to time and that it is your responsibility to check it frequently.
You acknowledge that there is a risk that Your Content may be irretrievably damaged or lost if there is a fault or on suspension or termination. We may make our own backups but we cannot guarantee that we will do so, or if we do, that these will be made with the frequency you require. It is therefore your responsibility to make appropriate back-ups of all of Your Content that you wish to save. We are not legally responsible for any loss or damage to Your Content which could have been prevented if you had made your own back-ups.
In the case of third party goods or services which we supply, you undertake to comply with any third party licenses or end user agreements which we bring to your attention.
You promise that you have sufficient technical knowledge to use and configure our Services.
You bear sole legal and other responsibility for the development, content, operation, maintenance, and use of Your Content. We do not, and are not obliged to, check Your Content (without prejudice to our rights to remove and take other steps in relation to Your Content).
You promise to us that you or your licensors own all right, title, and interest in and to Your Content and that you have all rights in Your Content necessary to grant the rights contemplated by this agreement.
You must observe the storage, CPU, bandwidth and other limitations specified when you ordered. If such limits are exceeded, we are entitled to suspend or terminate some or all of the relevant Services.
Prices are set out on our website. We may change our prices on giving 30 days notice by email.
Prices exclude VAT or other sales tax unless otherwise stated.
You must make all payments without any set-off, counterclaim and/or any other deduction.
If any amount due to us is unpaid, we may:
You authorise us to take automated monthly payments whether by charging your credit card, taking payment via PayPal or otherwise.
You acknowledge that you are responsible for all persons who use your password or other log-in details to access the Services, whether authorised or not, unless we are at fault.
You are responsible for taking your own steps to maintain appropriate security of Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving Your Content.
We may access, copy, preserve, disclose, remove, suspend or delete any Content:
If we remove, suspend or delete Your Content, you must not attempt to re-publish or re-send it using our Services.
If we process any Personal Data on your behalf, we promise that:
we shall do so only in accordance with this agreement or your written instructions, and
we will at all times have appropriate technical and organizational measures in place to protect all such Personal Data against unauthorised or unlawful processing, accidental loss, destruction or damage and that, having regard to the state of technological development and the cost of implementing any measures, the measures shall ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and to the nature of the data to be protected.
We or our suppliers (including, where applicable, authors of open-source software) retain ownership of all intellectual property rights in any material (including our Content or Software) relating to the development or supply of the Services and to our website. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use such material solely in accordance with this agreement. You may not otherwise retrieve, display, modify, copy, print, sell, download, hire or reverse engineer (unless and to the extent permitted by applicable law) or use such material without our specific prior written consent. You may not transfer any of our Software outside the Services.
As between you and us, you or your licensors own all right, title, and interest in and to Your Content. Except as provided in this clause, we obtain no rights under this Agreement from you or your licensors to Your Content, including any related intellectual property rights. You consent to our use of Your Content to provide the Services. We may disclose Your Content to provide the Services or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).
All licenses granted to you in this agreement are conditional on your continued compliance this agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this agreement.
Any Content which we ourselves make available on our website is intended for very general guidance but we cannot guarantee that it is accurate or up to date. Before acting on such information, you must make your own appropriate enquiries including as to its accuracy and suitability for your purposes and take appropriate professional or other advice. You rely on such information at your own risk.
Our website may link to third party websites which may be of interest to you. We do not recommend or endorse those sites or the products or services which they offer nor are we legally responsible for them as they are outside our reasonable control. You use such third party sites at your own risk.
We are committed to the quality of our code within the limits of different test cases offered on our site. Calculations and services provided by our site rely heavily on models that our clients provide. Since we can not take responsibility for your models, we can not obviously guarantee your results. "garbage in, garbage out!"
You must give us a reasonable opportunity to remedy any matter for which we are potentially liable before you incur any costs remedying the matter yourself.
We are not responsible for any loss or damage which results from your failure to comply with this agreement.
Our aggregate liability of any kind (including our own negligence) with respect to our Service is limited to CHF100 or the total fees payable by you to us in the 12 months before the event(s) complained of, whichever is higher.
In no event (including our own negligence) will we be liable for any:
even if we have been advised of the possibility of such losses.
Neither we nor any of our affiliates or suppliers will be responsible for: (a) your inability to use the services, including as a result of any (i) termination or suspension of this agreement or your use of or access to the Services, (ii) our discontinuation of any or all of the Services, or, (iii) any unanticipated or unscheduled downtime of all or a portion of the Services for any reason, including as a result of power outages, system failures or other interruptions; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this agreement or your use of or access to the Services; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of Your Content.
To the extent allowed by law, we exclude all conditions, terms, representations and warranties, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement including, without limit, the implied warranties of satisfactory quality and fitness for a particular purpose.
You will indemnify us against all claims and liabilities directly or indirectly related to Your Content, your use of the Services or breach of this agreement. You will indemnify and hold us harmless against all losses, damages, claims liabilities, and expenses (including reasonable legal fees) directly or indirectly arising out of (i) your use of the Services or (ii) Your Content or (iii) your breach of this agreement. We shall have the sole right to control the defence and settlement of any such claim save that we shall consult with you prior to any settlement. You agree to provide reasonable assistance to us at your expense in the defence of same.
This agreement constitutes the entire agreement between us with respect to its subject matter and supercedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this agreement is excluded.
If we or our affiliates or suppliers are obligated to respond to a third party subpoena or other compulsory legal order or process, you will reimburse us for reasonable attorneys' fees, as well as our employees' and contractors' time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.
We have no liability for any third party goods or services.
This agreement continues indefinitely until terminated by either party in accordance with this agreement.
You may terminate this agreement at any time by following the instructions on our website. The termination will take effect immediately, and under normal circumstances we will not refund for partial months of service.
We may at any time without refund suspend or terminate this agreement (as regards some or all of the Services) upon giving notice by email:
We may terminate this agreement at any time without cause by giving you notice by email. If so, we will provide a refund in respect of any fees already paid by you which relate to the period after termination.
The consequences of termination of this agreement for any reason are:
The clauses in this agreement which are expressed or intended to survive the termination of this Agreement shall survive.
We both agree that during the period of this agreement and for five years thereafter we will not use for any purpose apart from this agreement, or disclose, any Confidential Data received from the other party. "Confidential Data" means Content identified as, or which clearly is intended to be, confidential.
This clause does not apply to Content which:
You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this agreement.
We may send any notices in accordance with the most recent contact information which you have provided to us. After the termination of this agreement we will only send you notices if legally obliged to do so, or if you expressly provide consent to further communication (for example by signing up for our Services again).
Any notice required by this agreement to be given by any party in writing may be given by hand or sent (by special delivery within the UK or by international signed for post outside the UK) to another party at its registered office or such other address as that party may notify to the other party for this purpose from time to time or by fax (provided a transmission slip is retained), or by email (provided that the email has not been returned).
This agreement (and any incorporated documents) represents the entire agreement of the parties relating to its subject matter.
If any part of this agreement is deemed void or ineffective for any reason, the offending words shall be deemed deleted and the remainder shall continue in full force.
We may assign (ie transfer) all or part of our rights or duties under this agreement. As this agreement is personal to you, you may not assign any of your rights or duties under it without our prior written consent.
Neither party shall be liable for failure to perform or delay in performing any obligation (excluding payment) under this agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to failure of any communications, telecommunications or computer system.
We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
The failure to exercise or delay in exercising a right or remedy under this agreement shall not constitute a waiver of the right or remedy.
Nothing in this agreement shall be construed as creating a partnership or joint venture of any kind between us.
A person who is not a party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement except insofar as expressly stated otherwise.
The following definitions apply in this Appendix in addition to those set out above:
Affiliate Agreement : this agreement but only insofar as it relates to the Affiliate Scheme
Affiliate Fees : the percentage of Fees specified when you joined the Affiliate Scheme
Affiliate Scheme : our affiliate programme as explained on our Website and in this agreement
Fees : all fees excluding VAT actually received by us via the account of the Referred User
Link : a hyperlink to our Website which includes tracking codes supplied by us
Minimum Payment : \$10 or such alternative amount that may be stated on our Website at the time when a Request is made for payment of Affiliate Fees
Payment Period : 60 days or such alternative period that may be stated on our Website at the time when a Request is made for payment of Affiliate Fees
Referred User : a user who clicks on a Link and registers for our Service in the same browser session, as tracked by our systems
Referral : where a Referred User validly clicks on a Link and registers for our Service
Request : a request for payment of Affiliate Fees made by the means specified on our Website
our Website : our website at www.aero-sonix.com
In order to join our Affiliate Scheme you must be a registered user of our Service whether paying or on a free plan.
Unless otherwise stated on our Website at the time you apply to join, VAT-registered entities are not eligible to join the Affiliate Scheme.
We reserve the right in our discretion for any reason to refuse any application to join our Affiliate Scheme.
not to procure, or attempt to procure, registrations or sales:
not to use "spam" or unsolicited email marketing; and
You agree to comply with (1) any requirements which we communicate to you concerning display or use of Links and (2) any other applicable rules or guidelines which are shown on our Website from time to time.
You agree to promptly provide us with such information and documents as we may reasonably request for the purposes of the Affiliate Scheme.
You promise that in connection with display or use of Links, you:
We do not guarantee that use of our Affiliate Scheme will generate any or any particular level of revenues.
Subject to the terms of this agreement, we shall pay you the Affiliate Fees. We shall not be liable to pay you (and if we have already paid you, you shall be liable to repay us) the amount of Affiliate Fees relating to Fees which for any reason are charged back, cancelled, reversed or refunded.
Payment of Affiliate Fees shall be made only upon Request and only to a Paypal account (unless otherwise stated on our Website at the time of Request).
Notwithstanding that an Affiliate Fees credit may be shown in your account, payment of Affiliate Fees shall only be made after the Payment Period. We will not make any payment where the Request is made during the relevant Payment Period and it is your responsibility to make a new Request after the Payment Period.
No payment will be made unless and until Affiliate Fees due have reached the amount of the Minimum Payment.
No Affiliate Fees shall be payable to you if you have breached this agreement and in such case the you shall be liable on request to promptly repay to us all Affiliate Fees previously paid to you.
No Affiliate Fees shall be payable to you where the Referred User has an existing account on our Service as at the date of Referral.
We are entitled to deduct from and set-off against any payment due to us the amount of any payment, repayment or damages which we reasonably consider to be due or likely to be due to us.
You acknowledge that our records and statistics shall be conclusive as to any payment issue relating to this agreement.
You may terminate the Affiliate Agreement at any time for any reason by giving notice in Writing. The Affiliate Agreement automatically terminates if you terminate your registration for our Service. In either case, no Affiliate Fees will be payable to you in respect of any Requests made after the termination date.
We may terminate the Affiliate Agreement at any time for any reason by giving notice in Writing. In such case, unless you have breached this agreement or we are terminating the Affiliate Scheme as a whole, Affiliate Fees shall continue to be payable to you in respect of any Referrals occurring before the termination date.
Termination of the Affiliate Agreement does not of itself affect the remainder of this agreement.
Any right of termination referred to in this agreement is without prejudice to any other remedy that may otherwise be available to the terminating party.