ClearCalcs Terms and Conditions
Last Modified: 16/10/2017
In these Terms, “ClearCalcs”, “us”, “we” and “our” means ClearCalcs Pty Ltd and our related bodies corporate. The “Service(s)” means the ClearCalcs website or applications, and any written or electronic use or feature guides made available by us.
2 General Disclaimer:
Whilst we take strict precautions to check and ensure the quality of every calculation, and the Service is expressly designed to allow easy checking, we cannot guarantee that every calculation is error free, or will cover every design scenario, or combination of design requirements. Just like you would have another engineer check and verify any work that you do, You acknowledge that anything produced using the Service should be checked and verified with an appropriate level of care. As such, You warrant that:
- The persons using or supervising the use of the Service are adequately qualified and;
- Any and all results, calculations, documentation, and outputs produced or generated in the use of the Service are verified, checked, and validated using independent means by a person appropriately qualified to check such materials; for example, an appropriately qualified and experienced structural engineer should check and verify structural computations.
By using this Service, You agree to take full responsibility for the final values, outputs, and statements generated by the Service, as well as fulfill the above warranties regarding use of the Service. In no event will ClearCalcs and its affiliates, officers, employees, agents, suppliers or licensors be held liable for any unfavourable conditions arising from use of the Service.
3 Payments and Subscriptions
3.1 Fees and Payments
The Service is available under subscription plans of various durations. Your subscription will automatically be renewed at the end of each subscription period unless you inform us you wish to cancel your subscription. At the time of automatic renewal, the subscription fee (“Fee”) will be charged to the payment method last specified by you. We provide the option of changing these payment details if needed.
If you are currently on a free trial, you may downgrade or cancel your account, free of charge, at any time until the renewal date communicated when you started the trial. The last day of the trial signifies the due date of the first payment.
Unless we notify you otherwise, if you’re participating in a trial offer, you must cancel the Service before the end of the trial period to avoid incurring any charges. If you do not cancel your Service before the renewal date, your Service will convert into a paid subscription and you authorise us to charge you as described in these Terms.
3.3 Grace Period
ClearCalcs offer a grace period of 5 days from the date of monthly subscription renewal, and 30 days from the date of annual recurring plans. This is offered to protect users who may have forgotten to cancel their subscription or trial to the service, or who have stopped using the service. To receive this refund, You must contact us before the grace period ends and must not have used the Service during this time.
3.4 Cancelled or Lapsed Subscriptions
3.5 User Numbers
You acknowledge that the Fee is set in accordance with the maximum number of unique user accounts (“Users”) provisioned to access the Service for your account during the subscription period.
We will monitor the number of Users to whom you have granted access to the Service. Should you exceed the maximum number of Users that you’ve paid for, we reserve the right from time to time to issue an invoice for these additional Users at the same terms as the existing users and/or cap the number of users that may access your account.
3.6 Overdue Payments
If you fail to pay your account on time, You must contact us so we may discuss a resolution. We may, at out sole discretion, accept an alternative arrangement, however, whilst any part of the Fee remains overdue we reserve the right to restrict functionality of the Service, including restricting the creation of new calculations or materials.
If a resolution is not reached using the means described above, and any part of the Fee remains more than 30 days overdue, we reserve the right to do one or more of the following:
- Charge interest on the unpaid amount of the lesser of seven percentage points above the 90 day bank bill rate or the maximum rate permitted by law, calculated daily on and from the 31st day the unpaid amount is overdue; and
- Change the due dates (by giving you notice) of your subsequent subscription Fees to require earlier or frequent payment by you;
- Suspend or cancel access to the Service; or
- Terminate this agreement immediately by providing notice to you. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs.
3.7 Price Changes
ClearCalcs may change the price for the Subscriptions from time to time, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. If there’s a specific length and price for your Service offer already in effect, that price will remain in force for that time. Otherwise, price changes for Subscriptions will take effect at the start of the next applicable subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by cancelling your subscription to the Service prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.
4 Beta Sheets
From time to time, ClearCalcs may make available ‘Beta’ sheets or features on the platform. These sheets and features will be clearly marked as ‘Beta’ and are still undergoing final testing before official release. The “Beta” labelling implies that while the core features of the software have been implemented, bugs and issues may still remain undiscovered, and as such, ClearCalcs do not advise or recommend their use in production jobs. These Beta features and sheets are made available expressly to preview upcoming functionality, and provide users the opportunity to test and provide feedback on the changes.
Should you encounter any bugs, glitches, lack of functionality or other problems on the website, please let us know immediately at email@example.com so we can rectify these accordingly. Your help in this regard is greatly appreciated.
5 Service Level
As an online service, ClearCalcs endeavours to maintain constant availability for users to the Service. However, we cannot guarantee absolute availability, and do not warrant this to be the case. Where there has been a demonstrable impact to users’ usage of the service, You should contact firstname.lastname@example.org with details of the outage and impact on business operation. ClearCalcs will endeavour to resolve this outage as quickly as possible, and reserves the right to award any compensation as it deems fit.
5.2 Planned Maintenance
From time to time, ClearCalcs or one of the service providers we rely on may be required to temporarily take down access to the Service due to planned maintenance. Wherever possible, this will occur out of business hours, usually over the course of a weekend. If the ClearCalcs team perceive there may be a business impact to its clients from such maintenance, we will endeavour to notify users ahead of time of any such works, and the estimated timings.
6 Intellectual Property
6.1 Ownership of Customer Data
We do not claim any ownership of Customer Data but you must either own the Customer Data or have sufficient permission to use it in connection with the Service.
You grant us a worldwide, non-exclusive, royalty-free, irrevocable licence to use, copy, store, transmit and display the Customer Data to the extent reasonably necessary to provide and maintain the Service for you.
You agree that your provision of suggestions regarding the Service does not give you any Intellectual Property Rights or any other right, title, or interest in or to software, inventions, or other assets created by us, even if such suggestions lead us to create the software, invention, or other asset.
We have no obligation to incorporate suggestions into any product or service, and you have no obligation to provide suggestions.
7 User Accounts and Passwords
You are responsible to maintain the confidentiality of your password and shall be responsible for all uses via your registration and/or login, whether authorised or unauthorised by you. You acknowledge that user accounts are individual and not to be shared.
You must not:
- license, sub-license, sell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way;
- modify or make derivative works based upon the Service;
- create internet “links” to the Service or “frame” or “mirror” on any other server or wireless or Internet-based device; or
- reverse engineer the Service; or
access the Service in order to:
- build a competitive product or service;
- build a product using similar ideas, features, functions or graphics of the Service;
- apply for any trademark similar to the marks used by us; or
- copy any ideas, features, functions or graphics of the Service.
We may revise these Terms from time to time by posting an amended version on our website and notifying you of the change. We will try to notify you of material revisions, for example via a service notification or an email to the email associated with your account. Such amendments will be deemed accepted and become effective 30 days after such notice.
You may send any notices pursuant to this agreement to email@example.com.
9.2 No Waiver
The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment of such right, remedy or provision unless acknowledged and agreed by both parties in writing.
9.3 Jurisdiction and Governing Law
Your use of the website and these Terms are governed by the law of Victoria, Australia and you submit to the exclusive jurisdiction of the courts exercising jurisdiction in Victoria.
To the maximum extent permitted by law, including the Australian Consumer Law, in no event shall we be liable for any direct and indirect loss, damage or expense – irrespective of the manner in which it occurs – which may be suffered due to your use of our website and/or the information or materials contained on it, or as a result of the inaccessibility of this website and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date, even if ClearCalcs has been advised of the possibility of such damages.
Additionally, we expressly disclaim any express or implied warranty of fitness, or liabilities arising from the use of the Service for nuclear, space, aviation, or other high risk activities that require fail-safe performance.
To the maximum extent permitted by applicable law, the aggregate liability of ClearCalcs and its affiliates, officers, employees, agents, suppliers or licensors, relating to the services will be limited to the amount equal to three months of your service fee. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose. Some jurisdictions do not allow the limitation of incidental, consequential or other damages. In such an event this limitation will not apply to you to the extent prohibited by law.
ClearCalcs provides the Service “as is” and “as available”. To the maximum extent permitted by applicable law, ClearCalcs make no (and specifically disclaims all) warranties or representations of any kind, whether implied, express, statutory, or otherwise including, without limitation, any warranty that the service will be uninterrupted, free of harmful components, or error-free, that the content will be secure or not otherwise lost or damaged, or any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement, and any warranty arising out of any course of performance, usage of trade, or course of dealing. Some jurisdictions do not allow the previous exclusions. In such an event, such exclusion will not apply solely to the extent prohibited by applicable law.
We do not bear, and you release and hold us harmless from, any liability arising in connection with: + Customer Data displayed on or submitted to the Service; + loss or corruption of the Customer Data for any reason including our negligence;
To the extent permitted by law, You will defend and indemnify ClearCalcs against any loss, expense, claim, cost, demand, damage, other liability or proceeding brought against us arising, directly or indirectly, in connection with:
- Customer Data uploaded or made available through the Service;
- the use or granting of any User Account in breach of this Agreement;
- the breach of any third party’s Intellectual Property Rights;
- breach of any applicable law, in connection with your use of the Service; or
- breach of the warranties in clause 8.6.
ClearCalcs will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
If any part of this Agreement is found to be void, unlawful, or unenforceable then that part will be deemed to be severable from the balance of this Agreement and the severed part will not affect the validity and enforceability of any remaining provisions.
9.8 Entire Agreement
This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.