MACHINERYSCANNER TERMS AND CONDITIONS

If you signed your Agreement before the XXX of April 2020, kindly refer to the relevant Terms & Conditions and Privacy Policy through this link: https://machineryscanner.com/termsconditions

These terms were last updated on the XXX of April 2020.  

 

SCANBROS Limited (trading as MACHINERYSCANNER) provides manufacturers and dealers in the machinery and truck sectors with integrated end-to-end solutions to support them throughout the entire customer journey.

SCANBROS Limited is a company incorporated under the laws of Malta, with company registration number C 80558 and Vat Number MT24200714. Our registered office is located at Tower Gate Place, Tal-Qroqq Street, Msida, MSD 1703, Malta.

Please read these Terms and Conditions carefully before using the Services as they outline what You can expect from Us and what We can expect from You. This is a legally binding contract. By subscribing to Our Services, You accept all the terms of this Agreement on behalf of yourself or on behalf of any entity which You represent and agree to be legally bound and to abide by the Terms set forth below.

We reserve the right to amend, alter, delete or terminate these Terms and Conditions, at any time, and for a valid commercial, technical or operational reason. We shall notify You of such changes by giving You a thirty (30) day written notice.

Should You wish to propose amendments or alterations, then you may unsubscribe by informing us of Your decision. If You do not contact Us within this thirty (30) day period, We shall deem that You have accepted the proposed amendments or alterations.

Our Terms and Conditions are accessible online. Should you wish, You may request a copy of these Terms and Conditions and the Privacy Policy through the email address indicated hereinunder.


Definitions

Agreement’ means these Terms and Conditions, the Privacy Policy and the Subscription Form.

‘Fee’ means the amount paid to Us in consideration of the Services rendered, this as indicated in Your Subscription Form.

Leads’ means either a person or business who eventually may become Your clients through the provision of Our Services.

‘Parties’ means SCANBROS Limited and You.

‘Privacy Policy’ means Our Privacy Policy which can be accessed from here:

Subscription Form’ means the electronic confirmation received from Us, indicating the Services to which you have subscribed and the Fee paid.

Services’ means the service or plan to which You subscribed to.

Terms’ means these Terms & Conditions

Us’, ‘We’, ‘Our’ or ‘MachineryScanner’, except where otherwise defined, shall mean SCANBROS Limited.

You’, ‘Your’ means any natural or legal person (company, partnership, joint venture, association, corporation, amongst others) indicated as the subscriber or customer in the Subscription Form.  


Provision of Services

These Terms, including our Privacy Policy, together with the Subscription Form, constitute a legally binding agreement (the ‘Agreement’). The Agreement shall commence upon Our acceptance and payment of Your subscription to our Services and upon Your receipt of the Subscription Form confirming Your subscription.


SCANBROS Limited’s Representations and Undertakings

We declare and undertake that:

(a) We possess the experience, expertise and ability required for providing the Services to which You have subscribed, this as outlined in Your Subscription Form;

(b) We shall not make any representation or assume any obligation on behalf of Your business, other than with Your prior written consent and authorization;

(c) We shall refrain from being in a position where Our personal interests conflict with Your interests;

(d) We are not breaching any commitment or obligation We may have to any third party;

(e) We shall not acquire any data relating to the Leads and shall not provide the Leads and/or their contact details to any other third party, before, during or after providing them to You.  


Term

Your subscription begins as soon as your initial payment of the Fee is processed. You will be charged at a rate, according to the Services to which you have subscribed for and as indicated in Your Subscription Form,

If We breach any of the terms of the Agreement, it will be considered as forfeiting the Fee, and You shall not be under any obligation to pay the Fee to Us in respect of the Fee accrued from the date of such breach.

All tax consequences and payments resulting from the payment of the Fee to Us (including, but not limited to, VAT) shall be Our sole and exclusive responsibility.


Termination or Cancellation

You/We may terminate Your Subscription by giving written notice if a material breach of the Agreement has been committed. Breaches of any Terms by Us or by You shall be considered as forfeiture of the Fee.

Upon termination of this Agreement: (a) We shall stop providing the Services and Your Subscription will terminate immediately, and; (b) You will have no further liability to pay Us any Fee in connection with any Leads, even if these were referred to You by Us.


Limitation of Liability

In no event shall You or Your representatives be liable to Us for any loss of any kind, including but not limited to, loss of revenue, profits, contracts, anticipated savings, business or investment opportunity, goodwill, reputation, or for any direct or indirect, consequential, exemplary, incidental, punitive or special damages, however caused, whether foreseeable or unforeseeable, whether based in contract, tort, warranty or any other legal theory, and regardless of whether being made aware of the possibility of such damages, unless such losses as aforementioned, arise from the negligence, fraud and/or wilful default on Your part or of Your representatives.

We or Our employees and/or service providers shall not be considered Your employees. We shall not have any argument, claim or demand of any kind against You, regarding the existence of an employment relationship and We shall indemnify You and hold You harmless against any suit, loss, damages, liabilities, costs and/or expenses incurred by You as a result of any claim and/or suit of any of Our employees and/or service providers being Your employees;


Indemnification

You and Us, as parties to this Agreement, shall indemnify, protect and hold each other and our respective representatives harmless against all liabilities, losses, judgments, suits, actions, proceedings, claims, obligations, injuries, penalties, expenses and disbursements, damages and costs, including reasonable attorney's fees, which each may suffer or incur, resulting from or arising out of any breach by either of the Parties of the Subscription Agreement, and/or acts or omissions of either of the Parties in connection with the performance of the Subscription Agreement, unless such breach has been caused by malice, fraud, negligence and/or wilful default on the part of either of the Parties.


Proprietary Information.

You or any of Your affiliates own all right, title and interest, know-how, inventions, research, trade secrets and also confidential commercial information (including, without limitation, copyright rights) in and to all advertising material and other content that is furnished and or/produced by Us, whether written, oral or computer generated (the ‘Proprietary Information’). We agree that all Proprietary Information shall be your sole property, your subsidiaries and/or your assignees. Nothing in this Agreement shall be deemed to grant Us a license in or to any of the Proprietary Information.

We confirm that, at all times, both during the term of the Agreement and after the termination of the Agreement, to keep in confidence and trust all Proprietary Information, and We will not use, transfer, license and/or disclose any Proprietary Information or anything relating to it without Your prior written consent, except to exercise Our rights and perform Our obligations under the Agreement.

We confirm that, upon the termination of the Agreement, or upon Your request at any time, all the Proprietary Information along with all copies, extracts, documents, materials or copies and other objects or items of any nature shall be promptly delivered to You or destroyed accordingly.  


Privacy and Use of your Data

We declare that the personal information which We may process shall only be used in connection to the purposes stated herein and in accordance with our Privacy Policy. For more information on how We collect, use and share personal information including Your date protection rights, please see Our Privacy Policy which can be accessed from the following link: https://machineryscanner.com/privacypolicy.


Marketing Communications

If we will generate Leads through email marketing communication, then Our email practices must comply with the following:

a)        The communication makes it clear that it is a marketing communication;

b)        We do not send any such communications to persons under the age of eighteen (18) or such higher age of legal consent as may apply in the relevant jurisdiction;

c)        We include a true name in the communication in the "From" line of any email which must clearly identify Us as the sender of the communication, and We shall not falsify or otherwise attempt to hide Our identity;

d)         We shall not mislead the recipient(s) to the content and purpose of the communication;

e)    We shall provide an adequate, functioning and conspicuous "opt-out" or "unsubscribe" option in every communication for future marketing   communications.

f)           We shall include a link to Our privacy policy in any such communication;

g)      We shall not send any communication to any person who has registered on any applicable register of persons who do not wish to receive any   marketing communications; and

h)        We shall be responsible for ensuring that Our communications practices comply with all applicable laws and codes of practice and comply with the   terms of this Agreement.

Without derogating from the above, We shall not authorize, assist or encourage any third party to place, develop, implement, use or promote any marketing materials in a manner which is deemed unsuitable or which may violate any policies, laws, regulations or code of conduct and which, in Your sole discretion, is deemed unsuitable.

We shall not perform any other act which is reasonably understood to have been committed in bad faith towards You regardless of whether or not such action has resulted in any type of harm or damage to You. [DDM1] 


Severability

If any of the provisions contained in this Agreement are or become invalid, illegal, or unenforceable in whole or in part, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of the Subscription Agreement or these Terms & Conditions.


Force Majeure

We may be unable to fulfil Our obligations due to force majeure. For the purposes of this Agreement, force majeure shall mean acts of God, strikes, lock-outs or other industrial disturbances, acts of the public enemy, wars, whether declared or not, blockades, insurrection, riots, epidemics, landslides, earthquakes, storms, lightning, floods, washouts, civil disturbances, explosions, and any other similar unforeseeable events, beyond the control of either Party and which by the exercise of due diligence neither Party is able to overcome.

Should We experience any delays in the performance of Our obligations, we shall use all reasonable efforts to resume Our performance as soon as practicable and We shall not be held liable for failure or delay in the performance of the Agreement in the period where such force majeure occurs.


Assignment

This Agreement is personal to You. You shall not, except upon having obtained Our written consent, assign, re-sell or in any other way transfer this Agreement in whole or in part to any other person.


Relationship of the Parties

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint-venture, agency, fiduciary or employment relationship between Us and You.


Contact Us

We will provide You with the Service outlined in the Agreement. If You think that the Service provided deviates from what You subscribed for, you may contact Us directly on: info@machineryscanner.com.


Governing Law

This Contract shall be governed by and construed in accordance with the laws of Malta and the Parties agree that the competent courts of Malta shall have exclusive jurisdiction to hear and determine any suit action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement. 


Language

Your contract with Us shall be concluded in the English language. If it is translated into any other language, the English text shall be used as the definitive text.

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