General Terms and Conditions of Service ConfigWise

Welcome to ConfigWise. These General Terms of and Conditions of Service (“Agreement” or “Terms”) are between: You (“Company” or “your”), and: 

VipaHelda BV, a limited liability company incorporated under the laws of the Netherlands (Company ID: 53952944) doing business as ConfigWise on https://www.configwise.io. (“We”, “Us”, “Our”)

1. Offer and Acceptance Services

1.1. Definition Services

Our Services consist of product visualization, product modeling and assembly based on 3D models and product images that subsequently are catalogued and rendered in an augmented reality environment.

1.2. Modeling: Disclaimer

Each modeling of an original product image will render a visualization of that product, and therefore may not entirely represent all visual characteristics of the original product. 

1.3. Acceptance

In order to use our Services as described in the preceding section, you have to agree to this Agreement, and any other conditions that may apply. In case you do not accept this Agreement, you are not authorized to use our Services. The way in which you agree with this Agreement is by registering to our Services, and accepting these Terms.

1.4. Legal Representation and Minors

You accept this Agreement and agree on its terms either on your own behalf or as a legal representative of the Company that is the Authorized User of our Services. The rights in and to the Services are exclusively offert to the Authorized User. You represent and warrant that you are of legal age in the jurisdiction you operate from, and have full the full right to conclude this Agreement on behalf of the Company you represent.

2. Use of Services ConfigWise

2.1. Meaning Terms

The definition and scope of what Services comprise, shall always be according to the latest description in this Agreement as defined in Section 1.1. of this Agreement.

2.2. Permitted Use

This Agreement sets forth the terms and conditions under which ConfigWise agrees to provide solely to Authorized Users a subscription for Services and access to the platform on both mobile and web applications. You understand and agree that we reserve the right to review, approve and reject your 3D models and product images at any time during the term of this Agreement. 

2.3. Ownership Services

Unless otherwise governed in these Terms, we retain all rights, titles, and interests in and to our Services. Moreover, we represent and warrant that we fully own the Services and each component of the Services, including all visualizations and modelling of 3D models and product images.

2.4. Original Work

We represent and warrant that our Services will be its own, and original work, without incorporation of any software, texts, images, or any other assets created by the Company or third-parties, except in case when Company consents to such incorporation in writing. 

2.5. No License 

Nothing in this Agreement shall be deemed to constitute the grant of a license of any sort or any other right in óur proprietary software, patents, trade and service marks, rights, copyrights interests, (personal) data, or any other interest in the mobile and web application or computer program, including source code, forms, schedules, manuals, other proprietary items or intellectual property utilized or provided by ConfigWise in connection to this Agreement. 

2.6. Permitted Use Services

You understand and agree that you will fully comply with your obligations under this Agreement, and you assume full liability for any actions undertaken by you in relation to the Services. You understand and agree you will use our Services only for the purposes expressly permitted in this Agreement. You must comply with all laws and regulations that may apply in the jurisdiction you reside in. The use of our Services for any unlawful or illegal actions leads to the immediate termination of this Agreement in accordance with the relevant Section in this Agreement.

2.7. Disclaimer Intellectual Property Infringement

You represent and warrant that all materials, 3D models and product images you send to us, shall not violate, or infringe any existing copyrights, trademarks, publicity rights, trade secrets, patents, or any other proprietary rights. Moreover, you remain solely liable for all expenses and losses incurred by you as a result.

3. Disclaimer

CONFIGWISE SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM ANY USE, MISUSE, INABILITY TO USE, INTERRUPTION OR SUSPENSION, OR TERMINATION OF OUR SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSS OR FAILURE TO DISTRIBUTE AND DISPLAY YOUR 3D MODELS AND PRODUCT IMAGES IN APPLE IOS, ANDROID OR WEB APPLICATIONS. WE FULLY DISCLAIM ANY THIRD-PARTY CLAIMS RELATED TO ALL THE ABOVEMENTIONED.

4. Indemnification

To the extent permitted by the applicable law or regulations, you agree to indemnify and hold us, our directors, officers, independent contractors, employees, and agents harmless from any and all claims, losses, damages, liabilities, expenses, including and without limitation all attorneys' fees and court expenses that may arise from or related to your representations and warranties in this Agreement, including the violation or breach and any claims or legal action that your 3D models and product images infringe on any third-party rights, including but not limited to any claims from users, including related logos, trademarks and content.

5. 3D Modelling and Fair Use Policy

5.1. Fair Use

You may submit unlimited requests for our 3D modeling services, but we may restrict our Services based on the Fair Use Policy described in this Section, meaning that:

1. We may not be able to process more complex 3D models than the usual models;
2. We may not be able to process an unusual amount of 3D models coming from one Authorized User; 
3. Each request shall be managed and processed by us on a best endeavor basis, meaning we cannot guarantee an immediate result. 

5.2. Ownership

In accordance with Section 2.3 of this Agreement, we remain the owner and have all rights and titles in the 3D models. We may conclude an individual purchase agreement with you or any third-party, and transfer the ownership of one or more models to you. 

6. Subscription and Fees

6.1. Fees

You undertake to pay us each applicable periodical fee for the use of our Services which you can find at the following URL: https://www.configwise.io/pricing. The Company remains solely responsible for payment of the Value Added Tax (VAT) that may apply in your country.

6.2. Non-Refundable

All fees and charges paid by you are non-refundable, and we never make refunds for partially used subscription periods. 

6.3. New Fees

ConfigWise always reserves the right to change all applicable fees and other charges that will apply for each new subscription period, without prior notice to you. 

6.4. Credit Card Chargeback

In case you decide to perform a credit card chargeback or attempt to reverse a payment in any other way, we may immediately terminate our Services and terminate your account with immediate effect.

7. Term and Termination 

7.1. Term

The Term of this Agreement starts on the day you subscribe to our Services. All subscription plans you are subscribed to will automatically extend for another month. In case you cancel your subscription before the start date (day of the month), we will terminate the Services for another month. After the subscription has been terminated, your rightfully own 3D models, product images and other related data will remain available for a period of one week.

7.2. Termination 

This Agreement, including our Services and all related rights and obligations will terminate with immediate effect when: 

1. You fail to accept any new terms;
2. You violate or infringe upon the provisions in this Agreement and after we have become aware of such a breach and sent you a notice of breach, and you have not cured such breach within ten (10) business’ days thereafter;
3. You fail to pay your subscription fees, or in case your  Company becomes insolvent, files for bankruptcy or dissolves; 
4. You engage in any fraudulent, unlawful or misleading act(s) in relation to this Agreement, our Services, and any third-party involved.

8. No Warranty

OUR SERVICES MAY CONTAIN FAULTS, ERRORS OR INACCURACIES THAT COULD LEAD TO SYSTEM FAILURES OR THE LOSS OF DATA AND INFORMATION. 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF OUR SERVICES IS AT YOUR SOLE RISK AND THAT THE RISK AS TO SATISFACTORY PERFORMANCE, ACCURACY AND OVERALL QUALITY OF OUR SERVICES ALWAYS REMAIN WITH YOU. THE CONFIGWISE SERVICES IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITH ALL POSSIBLE ERRORS AND WITHOUT WARRANTY OF ANY KIND.

WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CONFIGWISE SOFTWARE AND SERVICES EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING AND WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING NON INFRINGEMENT OF THIRD PARTY RIGHT, OR COMPATIBLENESS WITH FUTURE WEB-BASED, MOBILE AND OTHER THIRD-PARTY PRODUCTS AND SERVICES. 

YOU FULLY ACKNOWLEDGE AND AGREE THAT THE CONFIGWISE SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SURROUNDINGS WHERE INACCURACIES, ERRORS, OR DELAYS IN THE TRANSMISSION AND STORAGE OF DATA OR INFORMATION BY OR THROUGH THE CONFIGWISE SOFTWARE OR SERVICES, COULD LEAD TO DEATH, PERSONAL INJURY, OR FINANCIAL, PHYSICAL OR PROPERTY DAMAGE. 

10. Notices 

Any Notice in connection to this Agreement shall always be in writing. Notices will be deemed given by us to you when it has been sent to and delivered at the email address you provided us. All notices to ConfigWise will be deemed given when sent by you and received by us at: legal@configwise.io. You may change your email or post address by giving us written notice to the above-mentioned email address(es).

11. Amendments

ConfigWise may change this Agreement and its stipulations at any time, and in our sole discretion. For the continued use of our Services, you must accept and agree to each new Agreement. You cannot use our Services when you do not agree with our new Agreement, and we may suspend or terminate the subscription with immediate effect as a result. 

12. Applicable Law and Dispute Resolution

12.1. Applicable Law and Forum. 

This Agreement is governed by the internal laws of the Netherlands, and the Dutch Civil Court in Rotterdam, the Netherlands shall hear any claim that may arise out of this Agreement. 

12.2. Conflict Resolution

Subject to the provisions of this Agreement regarding applicable law and competent court, Parties agree not to commence any legal proceeding with respect to any dispute that may arise out of this Agreement. Parties agree to take the following steps in the event of a dispute, conflict or disagreement (“Dispute”).

1. The Party who claims first there is a Dispute, will send the other Party a written notice setting out the nature of this dispute;
2. The Parties will subsequently make an attempt to resolve the Dispute through direct negotiation among the Parties, or by persons who have been assigned to resolve the dispute by means of direct negotiations;
3. If the Parties are unable to resolve the dispute within fourteen (14) Business Days from the day of receipt of the notice referred to in subparagraph 1, the Dispute will be submitted to an independent person or institution that will deliver a non-binding opinion regarding the dispute;
4. If the Parties are unable to resolve the dispute within ten (10) Business Days after receiving the non-binding opinion as described in the preceding subparagraph 3, the Dispute will be submitted to mediation or another alternative dispute resolution procedure agreed by the Parties.
   
   

13. Headings

The headings used in this Agreement are included for benefit of the parties and shall have no effect whatsoever on the terms or its interpretation or meaning. 

14. Entire Agreement.

This Agreement constitutes the entire agreement between the Parties, you expressly agree that this agreement may be executed in counterparts and delivered by publicizing on the website, PDF or in any other matter.