Please read these terms of use (the “Terms”) carefully before using the Website and the Service as they form a legally binding contract between us. These Terms apply to the entire content of the website at https://ai.ventipix.com/app (the “Website”), the use by you of the Asset & Inventory Manager services provided through the Website (the “Service”) and any correspondence between us. If you use the Website then you indicate that you accept these Terms regardless of whether or not you choose to register to use the Service. If you do not accept these terms, then please do not use the Website or the Service. These Terms are issued by Ventipix, (the “Company” and “we”).
By executing these Terms, you agree to these Terms which will bind you. If you do not agree to these Terms, then we are unwilling to allow you access to the Website and/or the Service. Please do not access and/or use our Website and/or Service.
1.1 In consideration of the payment by you of the then-current fees specified at https://ai.ventipix.com/app/account/membership/plans (where applicable) and you agree to abide by these Terms, we grant you access to use the Website and the Service on the terms set out in this document.
1.2 By executing these Terms, you agree to the Terms in full which shall take effect immediately on your first use of the Website or Service. If you do not accept the Terms in full, you must leave the Website immediately.
1.4 Any amendments, modifications, enhancements, or changes to the Service made available by the Company from time to time shall be subject to these Terms.
1.5 If you are 12 years old or younger you may not register with us on this Website. By entering your details on the Website you are stating you are 13 years old or older.
2.1 You are permitted to use the Service for your internal business purposes or for your personal use on the following basis:
2.2 Subject to the provisions of clause 2.3, all copyright and other intellectual property rights in the Service and material on the Website (including without limitation photographs and graphical images) are owned by the Company or its licensors. Any use of extracts from the Website for any purpose is prohibited.
2.3 All copyright and intellectual property rights in any information uploaded by you or your employees to the Website in connection with the Service shall remain vested in you, your employees, or your licensors.
2.4 No part of the Website or Service may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without the Company's prior written permission.
2.5 Any rights not expressly granted in these Terms are reserved.
3.1 Whilst the Company endeavors to ensure that the Website and Service are normally available 24 hours a day, the Company shall not be liable if for any reason the Website or Service is unavailable at any time or for any period.
3.2 Access to the Website and the Service may be suspended temporarily and without notice in the case of system failure, maintenance, or repair or for reasons beyond the Company's control.
3.3 The Company will provide technical support to the current paying subscribers to the Service by email only. Technical support will only be provided for bugs or errors in the Service that are reproducible by the Company. You agree to provide the Company with full and accurate details of all bugs and errors in the Service requested by the Company. You acknowledge that the Company provides no warranty that all or any bugs or errors in the Service will be corrected.
4.1 You are prohibited from posting or transmitting to or from the Website and/or the Service any material:
4.2 You may not use the Website or the Service:
4.3 The Company shall fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone posting any material in breach of clauses 4.1, 4.2, or 4.3.
5.1 Each account is for use by either a single legal entity (e.g. a company or a partnership) or an individual user. You may provide Invitees with access to your account by inviting them to register as a user of your account. The Company does not permit you to share your username and password with any other person or with multiple users on a network.
5.2 Responsibility for the security of any usernames and passwords issued (including those of any Invitees) rests with you.
5.3 For paying accounts, you agree to provide us with a valid credit card number and authorize us to deduct from such card payment the then current monthly fees. The fees are posted on our website and we may vary these from time to time: please see our Pricing Page for the rates in force for the current month. The credit card must be registered in either your name or that of your organization. Credit card payments are subject to validation and authorization checks of the card issuer.
5.4 For paying accounts the Service is billed monthly in advance on or around the 30th day after your account was created. Payments are non-refundable, and no refunds or credits will be given for any partial use within any month.
5.5 If you sign up for a fee-paying account on a 30-day trial and do not cancel that account within 30 days, you will be billed monthly for your ongoing use of the Service on the 30th day following the date on which you initially signed up for your account. If you cancel your account (by using the ‘Cancellation’ link in ‘Your Account’) within the first 30 days then you will not be charged.
5.6 If you upgrade from a free account to a fee-paying account there is no trial period. You will be charged for your first month immediately following any such upgrade.
5.7 Please note that if you downgrade your Service then you may lose content, features, or capacity. We do not accept any liability
5.8 All fees are exclusive of all taxes, charges, levies, assessments, and other fees of any kind imposed on your use of the Service and shall be the responsibility of, and payable by, you. If your place of business is within the EU (excluding the UK) and you provide us with a valid VAT registration number then we will not charge you VAT. In all other circumstances if you reside or have your place of business within the EU then we will add UK VAT to our fees at the then current rate.
5.9 We reserve the right to suspend your Service immediately if you fail to provide us with valid credit card details that enable us to charge the full amount of any outstanding fees within 30 days of the due date. We will provide prior notice of our intention to suspend your Account by email to your then-registered email address. If no payment is made to clear the full amount of any outstanding charges within a further 60 days your account and all associated data will be deleted and the agreement between us set out in these Terms shall be automatically terminated.
6.1 While the Company endeavors to ensure that the information provided on the The Website and the information provided in connection with the Service are correct, the The Company does not warrant the accuracy and completeness of such material. The Company may make changes to the material on the Website or to the Service, or to the products and prices described on the Website, at any time without notice. The material on the Website may be out of date, and the Company does not commit to updating such material.
6.2 The material on the Website and the Service is provided "as is", without any conditions, warranties, or other terms of any kind. Accordingly, to the maximum extent permitted by law, the Company provides you with access to the Website and the Service on the basis that the Company excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose, and the use of reasonable care and skill) which, but for this legal notice might have an effect concerning the Website or the Service.
6.3 You acknowledge that:
7.1 The Company, any other party (whether or not involved in creating, producing, maintaining or delivering the Website or Service), and any of the Company's officers, directors, employees, shareholders, or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any indirect, punitive, or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with the Website or Service in any way or connection with the use, inability to use or the results of use of the Website or Service, any websites linked to the Website, or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data, or other property on account of your access to, use of, or browsing the Website or Service or your downloading of any material from the Website, the Service, or any websites linked to the Website or Service.
7.2 Nothing in this legal notice shall exclude or limit the Company's liability for:
7.3 If your use of material on the Website or the Service results in the need for servicing, repair or correction of equipment, software, or data, you assume all costs thereof.
7.4 Subject to clauses 7.1 and 7.2, the Company’s maximum aggregate liability under or in connection with these Terms, or any collateral contract, whether in contract, tort (including negligence) or otherwise (a “Claim”), shall be limited to a sum equal to the aggregate amount which you are obliged to pay the Company in the twelve (12) month the period immediately before the period giving rise to such a Claim.
The Company will defend, indemnify, and hold you harmless against any claim that the Website, Software, or Services infringes on or was created in whole or in part by violation of copyright, patent, trade secret, or other intellectual property right provided that:
9.1 The Company may terminate this Agreement immediately by written notice to you if:
9.2 You may terminate this Agreement at any time by clicking on the ‘Cancellation’ link in ‘Your Account’.
9.3 Upon termination for any reason:
10.1 These Terms are binding on you and us and on our respective successors and Assigns.
10.2 You may not transfer, assign, charge, or otherwise dispose of these Terms or any of your rights or obligations arising hereunder, without our prior written consent, which consent shall not be unreasonably withheld.
10.3 We may transfer, assign, charge, sub-contract, or otherwise dispose of these Terms, or any of our rights or obligations arising hereunder, at any time.
11.1 All notices given by you must be given to the Company at [email protected]. We may give notice to you at either the e-mail or postal address you provided to us when registering. Notice will be deemed received and properly served immediately when posted on our Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped, and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
12.1 A party will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations hereunder that is caused by events outside a party’s reasonable control (a “Force Majeure Event”).
12.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond a party’s reasonable control and includes in particular (without limitation) the following:
12.3 A party’s performance is deemed to be suspended for the period that the Force Majeure Event continues and will have an extension of time for performance for the duration of that period. A party will use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under these Terms may be performed despite the Force Majeure Event.
13.1 If a party fails, at any time to insist upon strict performance of any of its obligations under these Terms, or if a party fails to exercise any of the rights or remedies to which it is entitled hereunder, this shall not constitute a waiver of such rights or remedies and shall not relieve the other party from compliance with such Obligations.
13.2 A waiver by a party of any default shall not constitute a waiver of any subsequent Default.
13.3 No waiver by a party of any of these Terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated in writing.
14.1 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions, and provisions which will continue to be valid to the fullest extent permitted by law.
15.1 These Terms and any document expressly referred to in it represent the entire agreement between us concerning the use of the Website and the provision of the Services and supersedes any prior agreement, understanding, or arrangement between us, whether oral or in writing.
15.2 We each acknowledge that, in entering into these Terms, neither of us has relied on any representation, undertaking, or promise given by the other or implied from anything said or written in negotiations between us before entering into these Terms except as expressly stated herein.
15.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, before the date we entered into these Terms (unless such an untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these Terms.
16.1 This legal notice shall be governed by and construed under English law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the English Courts.