This Terms and Conditions Agreement (“Agreement”) contains the terms and conditions between you (“Customer”) and Convergence Instruments Inc. and its Affiliates (“Company”, “we”, “us”) regarding your use of the Services and/or purchase of Products described below. By accessing or using the Services or purchasing our Products, you agree to be bound by the terms and conditions of this Agreement.
Section 1. Definitions
For the purposes of this Agreement:
“Affiliates” means any entity that controls, is controlled by, or is under common control with Convergence Instruments, including CIDataSolutions.
‘‘Customer’’ means the person, entity, partnership or organization utilizing the services.
‘‘Customer Data’’ has the meaning set out in Section 11.
“Services” means the subscriptions described on the website www.convergenceinstruments.com, related domains, including https://cidatasolutions.com/, applications, communications.
“Site” means the Convergence Instruments website and any associated online content, including the CIDataSolutions website.
‘‘Party’’ means either Customer or Company and ‘‘Parties’’ means both Customer and Company.
‘‘Products’’ means the products described and available for purchase on the website www.convergenceinstruments.com, related domains, applications, communications.
‘‘Subscription Fees’’ has the meaning set out in Section 6.1.
‘’Term’’ has the meaning set out in Section 5.
Section 2. Scope of the Agreement
This Agreement applies to www.convergenceinstruments.com and all other Convergence Instruments–related sites including https://cidatasolutions.com/, applications, communications, and Products and Services that represent themselves as being offered under this Agreement.
Section 3. Rights and Restrictions
By using the Services and purchasing the Products, you agree that:
The information you provide to us or otherwise communicate with us is accurate, complete, and up to date.
You will not use the Services or purchase the Products in a manner that infringes on the rights of the Company or any third party.
You will not copy, modify, distribute, or reverse‑engineer any part of the Services or Products.
Section 4. Intellectual Property Rights
Copyright. All information contained on the Site is protected under copyright laws. Users are not authorized to copy, reproduce, publish, save, retransmit, or modify any content without the written permission of the Company.
Trademark. All trademarks, logos, names, slogans, designs, and icons appearing on the Site are the exclusive property of the Company. Any unauthorized use is strictly prohibited. Unauthorized downloading, copying, or modification of any trademarks, service marks, or content constitutes a violation of applicable copyright and trademark laws. The Company prohibits the use of its logos as external links without prior written authorization.
Licensing. Nothing on the Site shall be interpreted as granting a license or right to use any intellectual property belonging to Company or its Affiliates.
Section 5. Term.
For the purchase of the Services, the term of this Agreement (“Term”) shall commence upon the date the subscription process is complete and will continue on an annual basis thereafter until terminated.
Section 6. Fees & Payment.
Service Subscription Fees. ‘’Subscription Fees’’ are annual fees for Services. The Subscription fee does not renew automatically.
Product Fees. Product fees are charged in respect of Customer’s purchase of the Product. Rates for Product Fees are indicated on the Site but the Company may change the rates from time to time.
Payments Terms. Company accepts MasterCard, Visa, American Express and all payment modes allowed by Paypal. Payment must be made upfront.
Electronic Payments and Subscription Purchases. Customer may purchase annual Services through the Company’s Site as a onetime transaction. The Customer is responsible for purchasing a new subscription upon expiry if continued access to the Services is desired. A subscription term begins only when the subscription is first activated by associating it with an eligible instrument. Once activated, the subscription remains valid for one (1) year. If a subscription is not activated within one (1) year of purchase, it expires and cannot be used. Customer agrees to provide accurate payment information at the time of purchase. Company will issue a receipt for each Service purchase and for each Product purchased. Any billing discrepancies must be reported in writing within ten (10) days of the date of the applicable receipt to be eligible for an adjustment or credit (if any).
Certain Taxes. Fees quoted do not include and Customer shall pay, indemnify and hold Company harmless from all sales, use, gross receipts, value-added, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transaction contemplated herein, other than taxes based on the net income or profits of Company.
Refunds of Services. Service subscriptions are nonrefundable, except where the cancellation request is submitted within fifteen (15) days of the original purchase date, in accordance with our return policy. After this fifteenday period, no refunds will be provided for yearly subscriptions. Customer will not be entitled to any refund for our termination of the Services based upon your breach of the Agreement.
Return of Product under Warranty. The Company’s Products are warranted to be free of defects in materials and workmanship for twelve (12) months from the date of shipment. If the Customer discovers any defect covered by the warranty and notifies Company in writing during the applicable warranty period, Company shall, at its option, promptly correct any defects that are found by Company, or repair or replace the defective product F.O.B. point of manufacture. All replacements or repairs made necessary by inadequate maintenance, normal wear and tear, unsuitable power sources, unsuitable environmental conditions, accident, misuse, improper installation, modification, repair, storage or handling, or any other cause not the fault of Company are not covered by this limited warranty, and shall be at the Customer’s expense. The Customer must obtain a Return Authorization Number prior to shipment of any defective product to Company. Batteries are excluded from the warranty.
Return of Merchandise. Any return of Products must be accompanied by an RMA number and shipped prepaid by the Customer. Please follow these steps to return Products:
Obtain a Return Authorization Number either by email sales@convergenceinstruments.com or phone 819 575 1990.
Prior to your shipment you will receive a PayPal invoice for the shipment back to us.
Company will take care of the necessary paperwork and will send you a pre-paid waybill to minimize shipping fees and customs errors.
Instruments absolutely need to be packaged in a rigid box (not a pouch) to comply with air-freight regulations.
Once the box is ready to ship you will just need to call Fedex or DHL for the pickup.
Cost of the Return under Warranty. Return shipping will be prepared by Company, but the cost will be at the Customer’s expense. If the conditions for warranty are met, the return after repair or replacement will be at Company’s expense. Otherwise, it will be at the Customer’s expense.
Return of Product for Other Reasons. The Customer must obtain a Return Authorization Number from Company prior to returning any instrument and must clearly state the reason for the return. Any return under this section must be initiated within fourteen (14) days of delivery to the Customer. Original instrument packaging must not have been opened; or if the packaging has been opened, all of the following conditions must be met: (i) The Product has been used very little or not at all (ii) The Product is in mint condition, meaning it is indistinguishable from a brandnew unit (iii) The Product is in good working order, with calibration remaining within specified tolerances.
Costs Associated with Return for Other Reasons. Return shipping to Company will be arranged by Company; however, all shipping costs shall be borne by the Customer.
Reboxing Fee. A twentydollar (CAD $20) reboxing fee will be invoiced if the instrument package has been opened. This fee covers functional testing, calibration verification, and repackaging of the instrument. Upon receipt of the returned instrument, Company will inspect the unit. If all conditions set out in this section are satisfied, Company will issue a refund of the purchase price of the instrument, less (i) forward and return shipping costs and (ii) the reboxing fee. No refund will be issued if the instrument fails to meet the return conditions described above.
Section 6. Suspension of Services
Company reserves the right, upon notice to Customer, to suspend access to the Services, in whole or in part, if: (a) Customer is in breach of this Agreement; (b) Company reasonably determines that Customer’s use of the Services poses a security risk to the Services, the Site, or any third party; (c) Customer’s use of the Services is unlawful or could expose Company to liability; or (d) payment of applicable fees is overdue. Company shall have no liability for any damages, losses or consequences resulting from such suspension.
Section 7. Privacy.
Company knows that privacy is important. For this reason, Company has created a privacy policy that describes its collection, use and disclosure practices regarding any personal information that Customer provides to Company.
Customer acknowledges and agrees that (a) it is solely responsible for ensuring that the collection, use, and disclosure of any data (including Customer Data) in connection with its use of the Services or Products complies with all applicable laws and regulations, including those relating to privacy and data protection (b) Company acts solely as a service provider in respect of Customer Data and does not determine the purposes or means of processing such data, except as necessary to provide the Services (c) Customer represents and warrants that it has obtained all necessary consents, authorizations and permissions required for the collection and use of Customer Data through the Services (d) Company does not warrant that the Services will be uninterrupted, error-free, or free from data loss, and shall not be responsible for any loss, corruption, or inaccuracy of Customer Data (e) Customer is responsible for maintaining appropriate backups and safeguards for its data (f) Company may collect, use and disclose aggregated and anonymized data derived from the use of the Services for the purposes of improving its products and services, provided that such data does not identify Customer or any individual.
Section 8. Confidential & Proprietary Information
Definitions. For purposes of this section, a Party receiving Confidential & Proprietary Information (as defined below) shall be the “Recipient” and the Party disclosing such information shall be the “Discloser” and “Confidential & Proprietary Information” means all information disclosed by Discloser to Recipient during the Term and marked as “confidential” or “proprietary”. Customer hereby acknowledges that the Service will be considered Confidential and Proprietary Information belonging exclusively to Company, and Company hereby acknowledges that Customer Data will be considered Confidential and Proprietary Information belonging exclusively to Customer, in each case regardless of whether or not marked as “confidential” or “proprietary”. Discloser’s Confidential & Proprietary Information does not include: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential & Proprietary Information; (ii) information in the public domain through no wrongful act of Recipient, or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
Covenant. Recipient hereby agrees that at all times it shall not (i) disclose such Confidential & Proprietary Information of the Discloser to any person or entity, except to its own personnel, affiliates or contractors having a “need to know”, as permitted by this Agreement, or to such other recipients as the Discloser may approve in writing; (ii) use Confidential & Proprietary Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential & Proprietary Information of the Discloser any proprietary legend. Recipient shall use at least the same degree of care in safeguarding the Confidential & Proprietary Information of the Discloser as it uses in safeguarding its own confidential information of a similar nature, but in no event shall less than due diligence and reasonable care be exercised. Each party will be deemed to have fulfilled its confidentiality obligations under this Section 8 (Confidential & Proprietary Information) if it affords the other party’s Confidential & Proprietary Information at least the same degree of care it takes in protecting its own confidential information from unauthorized disclosure (but in no event using less than a reasonable degree of care). Upon the earlier of Discloser’s written request or termination or expiration of this Agreement, and regardless of whether a dispute may exist, Recipient shall return or destroy (as instructed by Discloser) all Confidential & Proprietary Information of Discloser in its possession or control and cease all further use thereof. Recipient may retain a copy of such Confidential & Proprietary Information for the sole purpose of and to the extent necessary for it to comply with applicable and legal, regulatory, and/or reasonable internal back-up or archival policies and requirements. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential & Proprietary Information to the extent that such disclosure is necessary for the Recipient to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order.
Section 9. Disclaimer and Limitations of Liability
Exclusion of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION (1) LOSS OF PROFITS, LOSS OF REVENUES, OR BUSINESS OPPORTUNITIES, (2) DAMAGE TO REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), (3) LOSS OF DATA (E.G., INTERRUPTIONS, LOSS, USE, OR ALTERATION OF YOUR DATA OR CONTENT), (4) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR (5) ACTS, OMISSIONS OR BEHAVIOR PERPETRATED BY ANY USER OR THIRD PARTY; WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
IN ALL CASES, COMPANY WILL NOT BE LIABLE TO YOU UNDER THIS AGREEMENT FOR AN AMOUNT GREATER THAN THE TOTAL FEES PAID OR OWED BY YOU TO COMPANY FOR THE SERVICES DURING THE PREVIOUS THREE (3) MONTHS AT THE TIME THE ALLEGED CLAIM AROSE, WHETHER ARISING IN A SINGLE OR MULTIPLE CAUSES OF ACTION, OR FOR THE COST OF THE PRODUCT PURCHASED.
Disclaimer for use of the Site. The Site and the information, as well as any communication relating thereto, are provided without any representation or guarantee, express or implied, of any nature whatsoever, including, but not limited to, any guarantee as to their quality merchantability or their suitability for a particular use. The information provided on the Site may be suitable for different uses in all circumstances or applications and therefore cannot be interpreted as applying to your situation. By using this Site, Customer agrees that they are solely responsible for the use of any such advice, information, statements or information provided and that Customer does so at their own risk. Use and navigation of the Site is at your own risk. If you are dissatisfied with any information contained in the Site or with these terms, your sole and exclusive remedy is to discontinue accessing and using the Site.
Disclaimers for links to other websites. Links to other websites or references to products, services, and publications other than those of Company are provided for the convenience of users only and do not imply that Company approves these websites, their contents or their confidentiality policies, nor that it guarantees them. These sites were developed independently of Company, and we cannot be responsible for the accuracy, completeness or authenticity of the content and functionality thereof. Establishing a link to any other site is at your own risk and Company is not liable for any damage relating to such links.
Accessibility and technical failures of the Site. Company cannot guarantee that this Site will be available, nor that access to it will not be interrupted, that there will be no delays, failures, errors, omissions or loss of transmitted information, nor that no virus or other contaminating element will be transmitted, nor that any damage will be caused to your computer system, despite all usual precautions being taken for its maintenance. Company declines all liability for any damage resulting from the use of the Site. This express disclaimer includes damages caused by viruses or any other computer software or malfunction that may infect, harm, or damage your computer’s hardware, software, memory, or other property belonging to you or others, even, after accessing, using or browsing this Site. It is strictly prohibited to send, publish or otherwise transmit any content or material that contains viruses or that may cause interruption, damage or limit the functionality of the Site or servers connected to the Site.
Section 10. Termination of Services
Company Termination. Company may terminate the Services immediately upon written notice if Customer commits a material breach and fails to cure such breach within fifteen (15) days of notice.
Effects of Termination. Upon termination or expiration of the Services: (i) Customer’s right to access and use the Services shall immediately cease; (ii) Customer shall remain liable for all fees accrued up to the date of termination (iii) Company may, following termination, delete Customer Data after a reasonable retention period, unless otherwise required by applicable law; (iv) Customer is solely responsible for exporting or retrieving any Customer Data prior to termination.
Survival. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both Parties (except for Customer’s payment of all sums then owing), shall immediately terminate except as provided below. The following Sections will survive expiration or termination of this Agreement for any reason: Section 3 (Rights and Restrictions), Section 4 (Intellectual Property Rights), Section 7 (Privacy), Section 8 (Confidential and Proprietary Information), Section 9 (Disclaimer and Limitations of Liability), Section 10 (2) (Survival) and Section 11 (General Provisions).
Section 11. Indemnification
Customer shall defend, indemnify and hold harmless Company and its Affiliates, and their respective directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer’s breach of this Agreement; (b) Customer’s use of the Services or Products, including any use not in accordance with this Agreement; (c) any data, information or content submitted, collected, transmitted or otherwise processed by or on behalf of Customer in connection with the Services (“Customer Data”), including any allegation that such Customer Data infringes or violates the rights of a third party or applicable laws; (d) Customer’s failure to comply with any applicable laws or regulations, including those relating to privacy, data protection, or the collection of data. Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Customer, in which case Customer shall cooperate fully with Company in asserting any available defences.
Section 12. General Provisions
Applicable law and dispute resolution The Agreement is governed by the laws in force in the province of Québec, Canada, and subject to the application there of without giving effect to any principle relating to the conflict of laws. The courts of the province of Québec, Canada, have exclusive jurisdiction over any suit, action or procedure resulting from the use of this site or relating to it.
Right to List As A Customer. Customer agrees that Company may utilize Customer’s entity name in listings of current customers. Use of Customer’s name in any other marketing materials or press announcements will be submitted to Customer in advance for approval, and such approval will not be unreasonably withheld.
Compliance with Export Regulations. Customer has or shall obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals; shall indemnify and hold Company harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. Customer shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws.
Compliance Certifications. The Products have successfully passed FCC and CE testing. Except for these certifications, Company makes no representation regarding compliance with any other countryspecific regulatory requirements, and Customer is solely responsible for ensuring compliance with all applicable laws in the jurisdictions where the Products or technology are used.
Force Majeure. Neither Party shall be liable for delays caused by events beyond its reasonable control, except non-payment of amounts due hereunder shall not be excused by this provision.
Severable. Any provision of this Agreement hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect.
Waiver. Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral.
Amendments. Company reserves the right to change this Agreement at any time and from time to time without notice by posting revisions to this Agreement (including the description of the Services) on Company’s website. Continued use of the Services after Customer become aware of any such changes shall constitute Customer’s consent to such changes. Customer is responsible for regularly reviewing the most current version of this Agreement which is available on Company’s website.
How to contact us. If there are any questions regarding these terms and conditions you may contact us using the information below:
Bruno Paillard, Ph.D., Director sales@convergenceinstruments.com 4160 Monseigneur-Moisan Street Sherbrooke, Québec J1L 2C1 CANADA
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