TERMS AND CONDITIONS - CHEMWATCH WEB APPLICATION

Owned by Vladimir Trushkin
Last updated: Nov 19, 2024
8 min read

These are the terms and conditions under which Chemwatch provides products and services to the Customer named and described in any given “proposal” document (Customer).  By placing an order, the Customer accepts the terms contained in these terms and conditions (Chemwatch Terms and Conditions) including any amendments made from time to time, and the terms contained in any given “proposal” document (Proposal) and agrees to be bound by the Chemwatch Terms and Conditions and the Proposal.

 

  1. Basis of agreement

    1. Subject to the terms set out in this document Chemwatch shall provide the services (“the Services”) as described in the Proposal (“Proposal”) at the price stated in the Proposal (“Price”) and/or as mutually agreed in writing from time to time.

    2. Chemwatch may offer to supply the Customer different services, at a different price or under different conditions in the future.

    3. This document together with the Proposal (collectively referred to as the “agreement”) forms the basis of this agreement between Chemwatch and the Customer automatically upon the Customer’s placement of an order for any products and/or services referred to in the Proposal.

  1. Identification of the Service

    1. Chemwatch services are offered by subscription payable annually in advance. 

    2. Subscriptions will automatically renew annually unless written notification of cancellation is given.

    3. It is the Customer’s responsibility to ensure that purchase orders are issued or renewal invoices are paid prior to the commencement of the renewal subscription period.

    4. The Customer acknowledges that:

      1. the Customer buys as a business and not as a consumer;

      2. the Customer understands exactly what is included in the Services;

      3. the Customer is satisfied that the Services are suitable and satisfactory for the Customer’s requirements;

      4. in entering into this agreement the Customer has not relied on any representation or information from any source other than the definition and explanation of the Price and the Services given by Chemwatch.

  1. Price increase

    1. The Price is set out in the Proposal.  Chemwatch reserves the right to increase the Price upon renewal in line with the consumer price index but not without providing at least 28 days notice in writing of any increase. 

  1. Payment and GST

    1. The Customer agrees to pay the Price for the Services, together with any applicable GST by the due date.  If the Customer can satisfy Chemwatch that the Customer is resident in a country not liable to GST, Chemwatch shall not charge it to the Customer.

    2. Payments for the Services are due within the agreed payment term from the date of Chemwatch’s rendered invoice. 

    3. Subscription renewal fees are due prior to the commencement of the renewal period. Chemwatch shall render the renewal invoices 6 weeks before the commencement of the renewal period or earlier to meet the agreed payment term. 

    4. The Customer may pay by cheque, electronic funds transfer, telegraphic transfer, Mastercard, Visa or PayPal.  If the Customer pays by cheque it is the Customer’s responsibility to make sure cleared funds are in Chemwatch’s account by the due date. Payments by Mastercard and Visa may incur a surcharge of not more than 3% to cover merchant transaction fees.

    5. Late payments: 

      1. The Customer acknowledges that if any payment remains outstanding beyond Chemwatch’s terms, Chemwatch may suspend the Services and / or cancel this agreement without prior notice to the Customer.

      2. If the Customer’s account is closed by Chemwatch because the Customer has not made a payment when due, the Customer’s obligation to pay for services already rendered remains.

  1. Termination

    1. Except for multi-year contracts, this agreement may be terminated by the Customer at any time after the expiration of one year from the commencement date by giving notice in writing by post or by email to the address shown at the head of this document. In any circumstances, the Customer will not be entitled to any refund of the subscription fees that have already been paid prior to the termination of the agreement.

    2. If the cancellation is to be effective, the Customer must give Chemwatch full information to enable Chemwatch to identify:

      1. who the Customer is; and

      2. that the Customer has proper authority to cancel.

    3. Chemwatch may also terminate the agreement, by written notice if the Customer fails to comply with the any of the terms or conditions of this agreement. 

  1. Interruption to services

    1. If it is necessary for Chemwatch to interrupt the Services, Chemwatch will give the Customer reasonable notice where this is possible and will use reasonable endeavours to minimise the duration and serverity of any such interruptions. 

    2. The Customer acknowledges that the Services may also be interrupted for many reasons beyond Chemwatch’s control.

    3. The Customer agrees that Chemwatch is not liable to the Customer for any loss, foreseeable or not, arising from any interruption to the Services.

  1. Technical support 

    1. Chemwatch will provide technical support for the Services 24/7. Support will consist of maintenance of the functioning software and providing assistance to users to ensure the Customer’s continuous access to the Services. 

  1. Intellectual property ownership

    1. “Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, moral rights, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.

    2. The Customer agrees and acknowledges that:

      1. the software used by Chemwatch to provide the Customer with the Services (“Licensed Software”) (including all updates, new versions and modifications made thereto) and all Intellectual Property Rights in the Licensed Software (including all updates, new versions and modifications made thereto) shall remain owned by, and vested in, Chemwatch absolutely as the sole and exclusive owner;

      2. upon the Customer’s payment of the subscription fees for the Licensed Software in accordance with this agreement, Chemwatch hereby grants the Customer a non-exclusive, non-transferable, revocable licence to use the Licensed Software for the licensed term for the sole purpose of maintaining a safe workplace for so long as the Customer complies with this agreement.

    3. The licence described above does not allow the Customer to, or permit or allow any of the Customer’s officer, employee, contractor, agent or representative or any other third party to:

      1. copy, alter, reproduce, translate, adapt, vary or modify the Licensed Software;

      2. merge all or any part of the Licensed Software with any other software or documentation;

      3. reverse assemble or reverse compile, or directly or indirectly allow or cause a third party to reverse assemble or reverse compile, in whole or part, the Licensed Software;

      4. repackage, distribute, rent, lease, sell, charge, sub-licence, assign, transfer or otherwise deal with or exploit the Licensed Software.

  2. Confidentiality

    1. The parties are both aware that in the course of business, each party will each have access to and be entrusted with information in respect of the business and operation of the other and their dealings, transactions and affairs, and/or any and all other proprietary information belonging to the other relating to their business or businesses and/or related affairs, all of which information (written, oral or otherwise) is or may be confidential.  Accordingly, each party hereby undertakes for themselves and every officer, employee or sub-contractor whose services either party may use both during and after completion or termination of this agreement:

      1. that neither party will divulge to any person whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information; and

      2. that both parties shall make all of them aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance with these provisions.

  1. System and Network Security: 

    1. The Customer agrees that it will not, and it will not allow any other person to, violate or attempt to violate any aspect of the security of Chemwatch’s systems.

    2. The Customer understands that any such violation is unlawful in many jurisdictions and that any contravention of law may result in criminal prosecution.

    3. Examples of violations are:

      1. accessing data unlawfully or without consent;

      2. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;

      3. attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, "flooding", "mail bombing" or "crashing";

      4. forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting;

      5. taking any action in order to obtain services to which the Customer is not entitled. 

  1. Privacy policy exception 

    1. The Customer agrees that Chemwatch may disclose the Customer’s information including assigned IP numbers, account history, account use, and so forth to any judicial or proper legal authority who makes a written request without further consent or notification to the Customer.

  1. No duty to monitor

    1. Chemwatch is under no obligation to monitor or record the activity of any customer for any purpose, nor does Chemwatch assume any responsibility to monitor or police Internet-related activities.

  1. Customer contact details

    1. The Customer undertakes to provide to Chemwatch the Customer’s current land address, email address, fax and telephone numbers as often as they are changed.

  2. Limitation of liability

    1. To the extent permitted by law, Chemwatch gives no warranty in connection with the Services.

    2. Chemwatch does not represent that the Services are suitable for the Customer’s use.

    3. Chemwatch accepts no responsibility for:

    4. any malfunction in hardware or software provided by the Customer;

    5. any firewall or local intranet provisions not under Chemwatch’s control. 

    6. The Customer agrees that in any circumstances when Chemwatch may become liable to the Customer, the limit of Chemwatch’s liability is the amount the Customer has paid Chemwatch in the immediately preceding 12-month period.

    7. For the avoidance of doubt Chemwatch shall not be liable to the Customer for loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or Chemwatch had been advised of the possibility of the Customer incurring it.

  3. Force majeure

    1. Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including acts of God, fire, natural disaster, war or military hostilities and strikes of its own employees, and in such a situation:

      1. Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure, such notice to contain details of the circumstances giving rise to it.

      2. If a default due to force majeure continues for more than 4 weeks, the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force majeure.

  1. Successors to the agreement

    1. The benefit and obligations of this agreement shall be binding on any permitted assign or successor in title.

    2. Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.

  1. Dispute Resolution

    1. In the event of a dispute arising out of or in connection with this agreement each of the parties agrees to attempt to settle the dispute amicably by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

  1. Waiver

    1. Failure by Chemwatch to enforce at any time or for any period any one or more of the terms or conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.

  1. Jurisdiction

    1. This agreement shall be interpreted according to the Laws of the State of Victoria, Australia and the parties agree to irrevocably submit to the exclusive jurisdiction of the Victorian courts. 

 

Ucorp Pty Ltd, trading as Chemwatch (ABN 38 062 768 094)

1227 Glen Huntly Rd, Glen Huntly, Victoria, Australia, 3163

info@chemwatch.net