This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions on which you (the “Client”) have engaged Smart Tools 24 GmbH (trading as ATRICA Software) to perform certain Services (the “Services”). This is a legally binding agreement between you and Smart Tools 24 GmbH (trading as ATRICA Software). By becoming an ATRICA Software Client, you agree to be legally bound by the terms and conditions set out in this Agreement. The “Effective Date” of this Agreement shall be the date on which you submit your order for Services to Smart Tools 24 GmbH.
ATRICA Software will provide the Services to the Client as outlined on the ATRICA Software website (www.atrica-software.com).
2. OUR OBLIGATIONS
2.1 ATRICA Software will provide the Services to the Client in accordance with ATRICA Software’s standard policies and procedures. ATRICA Software reserves the right to reject the Client for any reason at ATRICA Software’s sole discretion. ATRICA Software will be responsible for all aspects of providing the Services.
2.2 All ATRICA Software rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of the Services will apply, and ATRICA Software may change its rules, policies and operating procedures from time to time at its sole discretion.
3. FEES AND PAYMENT
3.1 All fees for Services provided to the Client can be paid once off in full or with an initial payment and 6-monthly installments. All payments are processed through Digistore24, one of Europe’s largest digital marketplace.
3.2 The full or installment payments will be handled by Digistore24. Charges not paid by the due date for any reason will result in the suspension of Services until the full payment is received.
4. WARRANTY DISCLAIMERS
ATRICA Software expressly disclaims any and all warranties regarding or related to this agreement, the Services or any materials or assistance provided to the Client, express or implied, including without limitation the warranties of merchantability, course of performance or dealing, trade practice, title, no-infringement, and fitness for particular purpose.
The Client will indemnify and hold harmless ATRICA Software and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable solicitors fees) arising out of or relating to any breach by the Client of any of the terms of this Agreement.
6. LIMITATION OF LIABILITY
ATRICA Software shall not be liable to the client or any entity or person claiming through or under the client for any loss of profit or income or other indirect, consequential, incidental, or special damages, whether in an action for contract or tort, in connection with this agreement, even if ATRICA Software has been advised of the possibility of such damages. Under no circumstances shall ATRICA Software’s liability to the client hereunder exceed the amount paid to ATRICA Software by the client for the previous contract period one (1) year of services. This limit is cumulative and the existence of more than one claim will not enlarge the limit. The client acknowledges that these limitations of liability are an essential element of the agreement between the parties and in their absence the terms and conditions of this agreement would be substantially different.
This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement may be amended from time to time at ATRICA Software’s sole discretion. An email communication sent to Client’s last known email address will be deemed sufficient notice of any such changes in this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns; provided however, that the Client may not assign this Agreement, in whole or in part, without ATRICA Software’s prior written consent and any assignment by the Client without such consent shall be null and void. This Agreement shall be governed by and interpreted in accordance with the laws of Germany. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.