CADverter.com Terms and Conditions

Theorem's cadverter.com Service Terms and Conditions (the "Terms and Conditions") by and between Theorem Solutions, an English corporation with its principal place of business at Tame House, Wellington Crescent, Fradley Park, Lichfield, Staffordshire, WS13 8RZ, England. ("Theorem"), and the logged in cadverter.com user, is effective as of the first successful login to cadverter.com (the "Effective Date"), access or usage indicates your acceptance of these terms and conditions.

1. Services

Theorem will accept your data, analyse it and produce a quotation for conversion without obligation from you. The service is a "Fixed Price", "Pay As You Use It" service, accessible over the Internet, or if you prefer parts can be sent by Tape, CD or Diskette.

Once your data has been submitted we will evaluate it and provide you with a fixed price quotation for converting it to the format of your choice. As well as the price we will provide a list of the entities in the part(s) and a graphic image, of the parts(s) submitted for processing. If you want you're data returning on tape etc, a hard copy print of the quotation will be provided, this can be faxed to you if you prefer.

Once you receive the quotation you should review it and then send your purchase order or make payment to enable us to proceed. Please note we cannot process data until a firm purchase order has been provided or a payment made.

In accepting our quotation you accept these Terms and Conditions which will override any terms on your purchase order.

2. Quotation, Equipment and Remote Connect Charges

Theorem will provide a firm quotation to process your data "as is". Unless you formally request otherwise, all of the data submitted will be converted to the format you have selected. There is no charge for preparing a quotation for data which is within the scope of the CADverter specification, and is to be converted "as is" using Theorem's standard CADverter.

You are responsible for obtaining and maintaining, at your own expense, all computer hardware, software, communication equipment and access lines necessary for you to use the services, other than in respect of software which Theorem has agreed to provide or licence to you.

3. Your Password and it's Use

Once your data has been analysed you will be issued with a password to access your quotation, you are responsible for maintaining the confidentiality of the password and will be responsible for all activities and charges resulting from its use, including unauthorised use.

4. Conduct When Using the Service

You are responsible for using the services only for lawful purposes, Theorem will not convert any data which it believes is illegal or improper.

You acknowledge that the services will provide access to copyright and other proprietary and confidential information and material, and you will respect all such proprietary rights and take such precautions as may be reasonably necessary to protect private, confidential and other proprietary information and material from unauthorised use or disclosure.

5. Accuracy and Validity of Data

Theorem does not accept any liability for the data submitted or for the resulting converted data. It is solely the customers responsibility to determine the suitability of the data for its intended purpose. Theorem assumes no responsibility for the timeliness, accuracy, reliability, completeness or usefulness of any statement, opinion, advice, service or other information contributed by you or any third party. Theorem will make reasonable efforts to convert the data accurately but does not accept liability for its accuracy.

6. Data Processing

Work on converting the data will not begin until a firm Purchase Order has been issued by you, or payment by credit or debit has been made and accepted by Theorem. The data processed will be that described in the quotation and associated Input File report. Once we receive your Purchase Order or payment we will process this data.

Theorem does not warrant that your data will convert or that it will convert accurately, and all warranties, except those given expressly, are excluded.

Once converted, the data will be sent by Theorem to an FTP site that you specify. If you wish, the data can be sent by other means and on media you specify e.g. Courier delivery and magnetic tape media. An extra charge will be made for these alternative delivery options.

If the data submitted for conversion is corrupt or unsuitable for conversion, Theorem will simply advise you that it is not suitable. If you require a detailed explanation of any problems with the data, this can be provided on a "Time and Materials" basis, on receipt of your purchase order for this work.

If you request Theorem to review and investigate the data on a "Time and Materials" basis, the investigation will use Theorem's own tools and native CAD system tools. You accept that use of such tools can effect the nature of the data and its original design intent and you accept that Theorem has no liability to you, whether direct or consequential, for any such change of form or structure.

7. Data Protection

Should the data which is sent to Theorem for conversion include personal data (as defined in Section 1, Part 1 of the Data Protection Act, 1998) you should ensure that any personal data has been collected and provided in accordance with the Data Protection Act, 1984 and the Data Protection Act 1998 and that it complies with your obligations under the Data Protection Act, including in particular the use and security of personal data.

8. Monitoring of Data

Theorem may, at its own discretion, monitor the cadverter.com service and your use thereof to determine and ensure compliance with these Terms and Conditions and to protect itself and other users of the services from fraudulent, unlawful or abusive use of the services. Theorem may also disclose any content, record, use or other information to the extent reasonably necessary to protect the rights of Theorem, for mechanical or service quality control as permitted by law, or to comply with any law regulation, or governmental request.

9. Payment

Payment for all work which is invoiced will be 30 days net of Theorem's invoice date. For payment by credit card it will be as processed.

Theorem makes no commitment or undertaking to process the data within a given time frame. However we will endeavour to process data within two working days of receipt of both the data and the purchase order or payment.

Theorem will invoice you on a monthly basis for all fees and charges to be paid under these Terms and Conditions.

10. Disclaimer of Warranties

Except as expressly provided the software, the services, and information available through the services are furnished by Theorem and accepted by you "as is" and "as available", without any warranty. The software and the services are tools to aid you, Theorem will not be under any liability if the software or the services are used in a manner in breach of this Clause. All other warranties and conditions, express or implied, including any warranties of satisfactory quality or fitness for any particular purpose, are specifically excluded and disclaimed. Theorem does not warrant that the software or the service will meet your requirements, that the operation of the software or the services will be uninterrupted or error free, or that all failures of the software to substantially conform to or perform substantially in accordance with Theorem's specification will be corrected. Except as expressly provided above and in such warranties, as may be provided by third party system vendors of equipment or software utilised in connection with the services, the entire risk as to the quality and performance of the software, the services, and information obtained through the services is with you.

Theorem will at all times use reasonable endeavours to attempt to maintain an uninterrupted and error-free service, however, Theorem makes no representations or warranties that use of the services will be uninterrupted or error-free. Theorem cannot accept any responsibility for interruptions to the services if this is due to circumstances beyond Theorem's direct control, in particular interruption to the Internet or to telephone data or the network links which are provided to Theorem by third parties.

11. Limitation of Theorem's Liability

In no event will Theorem be liable to you or any other person for any lost profits, lost savings, lost data, or other special, consequential or incidental damages arising out of or relating to these Terms & Conditions or any other information, product or service furnished or to be furnished by Theorem under these Terms and Conditions or the use thereof, even if Theorem has been advised of the possibility of such loss or damage, and the aggregate liability of Theorem under any claims howsoever arising out of or relating to these Terms and Conditions or any other information, products or services furnished or to be furnished by Theorem under these Terms and Conditions will in any event be absolutely limited to the amount paid to Theorem by you under these Terms and Conditions in respect of the purchase order to which any claim relates; provided however, that nothing in these Terms and Conditions shall operate to relieve Theorem from liability for death or personal injury caused by negligence of Theorem or it's employees or agents.

Theorem does not accept any liability for any claims or proceedings, or any liability, loss, costs and expenses incurred in connection therewith made or brought by any person in respect of any loss, damage or distress caused to that person as a result of your unauthorised and/or unlawful processing and/or damage to any personal data processed by you, your employees or agents.

12. Terms and Conditions

These Terms and Conditions shall be effective on receipt of any valid purchase order or credit card payment pursuant to clause 2 above commencing on the effective date above written and shall continue in effect until completion of all outstanding and accepted purchase orders or Theorem may, at any time, terminate these Terms and Conditions and/or terminate your access to any or all of the services without advance notice if you or anyone accessing the services utilising your facilities or access codes commits any violation of clause 4 or clause 9 above or any material breach of these terms.

13. Force Majeure

Effects of Force Majeure - Force majeure means any act or event outside the reasonable control of one of the parties affecting its ability to perform its obligations under these Terms and Conditions and the party whose ability is so affected is in this clause referred to as the "party subject to force majeure". Within twenty-four hours of the event or act occurring the party subject to force majeure shall forthwith inform the other by email or in writing of the matters constituting the force majeure and shall keep that party informed with regard thereto and any change therein while such force majeure continues and shall use its reasonable endeavours to resume performance of its obligation, hereunder as soon as possible. In the event that the state of force majeure continues for more than 2 weeks either party may terminate these Terms and Conditions.

14. Jurisdiction

The parties agree that the service concluded between them and constituted on these Terms and Conditions will be governed by and interpreted, construed and enforced in accordance with English Law and the parties submit to the non-exclusive jurisdiction of English courts.

15. Entire Agreement

These Terms and Conditions are the entire agreement and understanding between you and Theorem regarding service and supersedes any prior representations, advertisements, statements, proposals, negotiations, understandings or agreements regarding the same subject matter.

16. Severability

In the event that any of these Terms and Conditions or provisions is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition and 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.

17. Non Waiver

The failure by either party, at any time, to enforce any of the provisions in these Terms and Conditions or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right remedy or option or in any way effect the validity of these Terms and Conditions. The waiver of default by either party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed.

18. Assignment

Theorem may assign, delegate and/or otherwise transfer these Terms and Conditions or its rights and obligations to any person or entity. You may not assign, delegate or otherwise transfer these Terms and Conditions or any of the rights or obligations under it without the prior written consent of Theorem. These Terms and Conditions shall be binding upon and inure to the benefit of the parties or their representative successors and permitted assignees.

19. Rights of Parties

These Terms and Conditions do not create any right enforceable by any person not a party to it. These Terms and Conditions may be terminated in accordance with clause 12 without the consent of or the need to give any notice to any person not a party to it.

20. Software Licence

In the event that having used the service you decide to purchase a licence of the software in order to use the software on your own site then this will be subject to Theorem's standard terms, available on request. This will only come into effect once you have received and accepted the software licence and paid the relevant licence fee.