THE TERMS CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER., SO READ CAREFULLY.
Subject to the conditions set forth in the USER TERMS, HowToRobot may, in its sole discretion, amend these Terms and any of the other policies that comprise the USER TERMS at any time by posting a revised version on the Site. HowToRobot will post a notice on the Site when changing the USER TERMS/or send an email to your mailbox. Any revisions to the USER TERMS will take effect on the noted effective date (each, as applicable, the “Effective Date”).
THE USER TERMS includes and hereby incorporates by reference the following important policies:
- GDPR Policy
- Sales Terms & Conditions
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE USER TERMS. IF YOU DO NOT ACCEPT THE USER TERMS IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE.
IF YOU AGREE TO THE USER TERMS ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
Part 1: User Terms & Conditions – HowToRobot
Carefully read these Terms and Conditions before registering with www.howtorobot.com. Once registered with HowToRobot, it is an acknowledgement that you have read and understood these Terms and Conditions and accept their validity and that enforcement against you is without any time-limitation. Accepting these Terms and Conditions is a requirement for registration with www.howtorobot.com.
• “howtorobot.com account” means any account issued to a User by www.howtorobot.com through which a search may be carried out.
• “Terms and Conditions” means the terms and conditions set out in this agreement governing the provision and use of the website and the search.
• “Account” means the User account established in www.howtorobot.com.
• “User” means the individual, company or organization with a registred account to use www.howtorobot.com or the website.
• “Login Details” means the username and password provided to the User to access the www.howtorobot.com website and account.
• “Howtorobot.com” means the website www.howtorobot.com or any other derivatives hereof.
• “Database” means the data content and software on the website www.howtorobot.com.
HowToRobot grants the User the right to access the information contained on www.howtorobot.com, and to make manual individual searches using the website tools. The data, must only be used for private or internal information purposes as end users only. The User must not in any way alter, copy, disseminate, redistribute or republish any content or feature of this Website. User acknowledges that access to and use of this Website is subject to these Terms and Conditions and any expanded access or use must be approved in writing by HowToRobot.
When registering with www.howtorobot.com you are opting in to receive communications from us electronically; usually by e-mail. Users may opt out at any time. From time to time we will send the User relevant general news, update notices of your previously searched companies and tenders, as well as information about www.howtorobot.com, site amendments and additional services.
We communicate with Users in two ways, either by e-mail or by posting notices on the site. When using or visiting www.howtorobot.com Users are agreeing that all notices, and communications that we provide electronically or otherwise, satisfy any legal requirement that such communications should be in writing. Users should be aware that unprotected e-mail communication via the Internet is not secure and it is subject to possible interception, loss or alteration. www.howtorobot.com is not responsible for and will not be liable to the User or anyone else for any damages in connection with any email sent by the User to www.howtorobot.com or an e-mail by www.howtorobot.com to the User or anyone else at the User’s request.
The information contained on www.howtorobot.com has been supplied largely by HowToRobot and its Users. While the information contained on this Website has been obtained from believed reliable sources, HowToRobot disclaims all warranties as to the accuracy, completeness or adequacy of such information on www.howtorobot.com and shall not be responsible for the consequences of any errors or omissions in the information held on its Database. Therefore, as User you accept sole responsibility for the use you makes of this Website.
Accuracy of Information
User’s right to privacy is of great importance to HowToRobot. When registering at the website, HowToRobot will ask you to provide your name, organization, email address, and other related information. HowToRobot will use this information to provide you with a more personalized online experience and, where applicable, to process orders, as well as to keep track of what topics are of interest to our Users. HowToRobot will not share this information with any third party.
Log in passwords are personal to the User and should not be shared with anyone. The User is responsible for the safekeeping of the password. www.howtorobot.com is not responsible for any loss or damage suffered by a User as a result of other parties accessing the website using their passwords. The User agrees to being solely responsible for all use (including any unauthorized use) of your username and password on www.howtorobot.com when agreeing to these Terms and Conditions. Howtorobot.com will be indemnified against any loss incurred as a result of such use.
This site or any portion of this site may not be reproduced, duplicated, copied, sold, visited or otherwise exploited for any purpose, commercial or otherwise, without the express written permission of www.howtorobot.com. User may not frame or utilize any framing techniques to enclose any trademark, logo or other proprietary information from www.howtorobot.com without our express written permission. Nor may the User facilitate a third party to do so. The User acknowledges that records accessed through www.howtorobot.com will be as up to date as indicated by the publication data provided on the website of the associated page.
Please be advised the use of company home addresses for marketing purposes is strictly prohibited.
Access to the Logged-In section of this site is provided on a manual individual basis. The use of automated processes to login, perform searches, query the database, return results, view of download data or access any logged-in portions of www.howtorobot.com is strictly prohibited.
The re-sale of content from www.howtorobot.com is strictly prohibited.
Limitation of Liability. In no event will www.howtorobot.com be liable, in respect of any claim by the User for breach of these Terms and Conditions to the extent that such claim arises out of or in respect of indirect or consequential loss, loss of opportunity, loss of goodwill, loss of profits and/or loss of revenue.
All information obtained from the logged in sections of www.howtorobot.com should be treated as private and confidential and use of all such information should be as an end-user only, for the User’s own private use or for the internal purposes or benefit of the User’s business alone.
Links and Advertisements
Links to or from web sites and resources may be provided on our site. These links are provided solely as a convenience to the User of this site and not as an endorsement of the contents of such third-party sites. We suggest you read the Terms and Conditions and Privacy Policies of these websites before using or visiting them. No responsibility will be accepted by www.howtorobot.com for the service or advertisement placed or provided through our website.
HowToRobot reserves the right to change, update or discontinue any aspect of this Website at any time without notice. Your continued use of this Website after any such changes constitutess your agreement to these terms and conditions, as modified.
We will do our best to provide constant, uninterrupted access to www.howtorobot.com, however, we do not guarantee this. We accept no responsibility for any liability or any interruption, delay or that it will be available at any particular time or location.
Warranties. HowToRobot does not make any warranties, express or implied, including, without limitation, those of merchantability and ability for a particular purpose, with respect to this Website. Although HowToRobot takes reasonable action to screen www.howtorobot.com for infection by viruses and other manifesting contaminating or destructive properties, HowToRobot cannot guarantee that it will be free of infection.
Age. A party shall not use www.howtorobot.com or establish an Account unless they have reached the age of 18.
Governing Law and Jurisdiction. Use of www.howtorobot.com shall be governed by and construed in accordance with the laws of Denmark. If any provision of these terms and conditions of use is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the license and the other provisions shall remain in full force and effect.
This Website contains information on third-party websites obtained from the third parties own websites, which are provided as additional resources for the convenience of Users. HowToRobot does not accept any liability as to the accuracy, adequacy or completeness of these information. User assumes sole responsibility for the use of these information to achieve his/her intended results.
Part 2: User Terms & Conditions – The Marketplace – Get Quotes
1: THE MARKETPLACE – GET QUOTES SERVICE
It is a condition using Get Quotes that your company has registered an Account, either as a Client or a Supplier on HowToRobot. All persons using Get Quotes under the registered Account have a) accepted the User Terms & Conditions below, b) registered themselves as Team member under the account.
Get Quotes is a marketplace where Clients and Suppliers can identify each other and advertise, buy, and sell any kind of Service or products related to Automation & Robots (in the following named only Services) online. When a Client decides to hire a Supplier, the Get Quotes Service will generate a Service Contract and an Invoice based on the total contract price, see below. HowToRobot is entitled to a fee based on the total contract price. See below under HowToRobot Fees.
Subject to the User Terms & Conditions, HowToRobot provides the Get Quotes Services to Users, including hosting and maintaining Get Quotes, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts.
The Service Contract is including, (a) Part I - the contractual provisions between Client and Supplier governing the Supplier Services to be performed by the Supplier for Client concerning description of the Service and/or Product and quality thereof, timeline, Place of delivery and Price including all taxes, customs, VAT, reimbursements, freight & other delivery services, etc.; (b)Part II Direct Contract Terms as defined in the HowToRobot Direct Contract Terms (Appendix 1 below, part of the User Terms & Conditions);.
When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
HowToRobot merely makes the Get Quotes and Get Quotes Services available to enable Suppliers and Clients to find and transact directly with each other. HowToRobot does not introduce Suppliers to Clients, select Client Projects for Suppliers, or select Suppliers for Clients Projects. No employment relationship occurs from using the HowToRobot-platform.
Through the Get Quotes and Get Quotes Services, Suppliers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Suppliers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Automation Service, Client or Supplier on their own.
If Users decide to enter into a Service Contract, the Service Contract is directly between the Users. HowToRobot is not a party to that Service Contract.
You acknowledge, agree, and understand that HowToRobot is not a party to the relationship or any dealings between Client and Supplier. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a Service Contract; (c) agreeing and executing any terms or conditions of Service Contracts; (d) performing Supplier Services; and/or (e) paying for Supplier Services.
You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User.
HowToRobot does not make any representations about or guarantee the truth or accuracy of any Supplier’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Suppliers or Clients; and does not perform background checks on or guarantee the work of Suppliers or Clients. You acknowledge, agree, and understand that HowToRobot does not, in any way, supervise, direct, control, or evaluate Suppliers or their work and is not responsible for any Service included in a Service Contract or of the delivery of the Service.
HowToRobot makes no representations about and does not guarantee, and you agree not to hold HowToRobot responsible for, the quality, safety, or legality of Supplier Services; the qualifications, background, or identities of Users; the ability of Suppliers to deliver Supplier Services; the ability of Clients to pay for Supplier Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Supplier to actually complete a transaction. HowToRobot does not, in any way, supervise, direct, or control any Supplier or Supplier Services; does not impose quality standards or a deadline for completion of any Supplier Services; and does not dictate the performance, methods or process Supplier uses to perform services. HowToRobot does not provide shipping services for any physical Work Product.
While HowToRobot may provide certain badges on Supplier or Client profiles, such badges are not a guarantee or warranty of quality or ability or willingness of the badged Supplier or Client to complete a Service Contract and is not a guarantee of any kind, including, the quality of Supplier Services or Client Project.
You also acknowledge, agree, and understand that Suppliers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Supplier Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. Supplier is an all ways is free to determine when and if to perform Supplier Services. The Supplier will be paid at such times and amounts as agreed with a Client in a given Service Contract, and HowToRobot does not, in any way, provide or guarantee Supplier a regular salary or any minimum, regular payment.
Suppliers may use subcontractors to perform Supplier Services unless otherwise agreed with their Client.
If a Supplier uses subcontractors, Supplier further agrees and acknowledges that this Section applies to HowToRobot’s relationship, if any, with Supplier’s subcontractors as well and Supplier is solely responsible for Supplier’s subcontractors.
2: MARKETPLACE FEEDBACK, USER CONTENT AND CONTENT SHARING
You hereby acknowledge and agree that Users publish and request HowToRobot to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Suppliers or Clients voluntarily submit to HowToRobot and does not constitute and will not be construed as an introduction, endorsement, or recommendation by HowToRobot; HowToRobot provides such information solely for the convenience of Users.
You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that HowToRobot post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. It may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that HowToRobot will make Composite Information available to other Users, including composite or compiled feedback. HowToRobot provides its feedback system as a means through which Users can share their opinions of other Users publicly, and HowToRobot does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Information relates only to the business advertised in the Profile and not to any individual person.
HowToRobot does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. HowToRobot is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, HowToRobot reserves the right (but is under no obligation) to remove posted feedback or information that, in HowToRobot’s sole judgment, violates the User Terms & Conditions or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of HowToRobot. You acknowledge and agree that you will notify HowToRobot of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, HowToRobot may rely on the accuracy of such information.
3: RELATIONSHIP BETWEEN CLIENT AND SUPPLIER VIA GET QUOTES SERVICES
3.1 SERVICE CONTRACTS
If a Client and Supplier decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Supplier. Client and Supplier have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of the Service Contract. You acknowledge, agree, and understand that HowToRobot is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between HowToRobot and any User or a partnership or joint venture between HowToRobot and any User.
The Service Contract includes, (a) Part I - the contractual provisions between Client and Supplier governing the Supplier Services to be performed by the Supplier for Client concerning description of the Service and/or Product and quality thereof, timeline, Place of delivery and Price including all taxes, customs, VAT, reimbursements, freight & other delivery services, etc.; (b) Part II Direct Contract Terms as defined in the HowToRobot Direct Contract Terms; (c) Part III Eventually added separate terms agreed on and exchanged between the parties.
The Client and the Supplier have the possibility to agree on and add separate terms for the Service Contract. These separate terms will conform part of the Service Contract. In this way, with respect to any Service Contract, Clients and Suppliers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand HowToRobot’s rights and obligations under the Terms of Service, including these USER TERMS & CONDITIONS and the applicable Escrow Instructions.
3.1.1 SERVICE CONTRACTS – PART I
It is the responsibility of the Parties to describe their needs and their services in an adequate and sufficient way.
Any Project established via the Get Quotes service can only have a delivery time of 85 days from point of hiring the Supplier for the Project.
The Supplier is in this context obliged to make a complete description of the total price of the services/products, including Taxes etc. All prices on the Quote Services must be provided in EURO. The total price in this way includes the full performance from the Supplier for the Get Quotes request, and no extra prices can be part of the Service Contract entered into as a Quote to the request. If an extension of the co-operation is needed a new Get Quotes procedure must be made.
Furthermore, the Supplier acknowledges and agrees that Supplier is solely responsible (a) for all tax, customs, VAT etc. liability associated with payments received from Supplier’s Clients and through HowToRobot, and that HowToRobot will not withhold any taxes from payments to Supplier; (b) for determining whether Supplier is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Supplier Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate.
In the event of an audit of HowToRobot, Supplier agrees to promptly cooperate with HowToRobot and provide copies of Supplier’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Supplier is engaging in an independent business as represented to HowToRobot.
3.2 DISPUTES AMONG USERS
For disputes arising between Clients and Suppliers, you agree to abide by the dispute process that is explained in the Direct Contract Terms that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that HowToRobot will not and is not obligated to provide any dispute assistance beyond what is provided in the Direct Contract Terms.
3.3 CONFIDENTIAL INFORMATION
Confidential Information is all information marked “Confidential” and exchanged between the parties.
To the extent a User provides Confidential Information to another User, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care.
On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Supplier or Client; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information
4: HOWTOROBOT FEES
4.1 FEES FOR SUPPLIERS
Service Fees. it is a condition for the Supplier to subscribe to HowToRobot and comply with the terms for subscription to be able to make offers to clients through Get Quotes. The subscription fees are described in part I of the User Terms & Conditions.
Suppliers will beside the subscription fee pay HowToRobot a Service Fee for the use of Get Quotes corresponding 5% of the total Service Contract Price. If it is a recurring service the fee is payable when the service is redelivered in accordance with the Service Contract.
The Service Fee includes using the Get Quotes services, invoices and a preliminary handling of to an eventual dispute and payment services. The Service Fees (to use the Get Quotes Services) are paid solely by Supplier. When a Client pays a Supplier for a Project or when funds related to a Project are otherwise released to a Supplier by the Client, the Service Fee to HowToRobot is deducted from the Service Fee before it is released to the Supplier.
The Supplier hereby irrevocably authorizes and instructs HowToRobot to deduct the Service Fee and pay HowToRobot on Supplier’s behalf.
4.2 CLIENT FEES
Clients pay no fees to HowToRobot for the Get Quotes services but it is a condition to use the service that the Client has subscribed to be a HowToRobot user. The basic subscription is free of charge for Clients.
4.3 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
HowToRobot does not introduce Clients to Suppliers and does not help Suppliers secure Projects. HowToRobot merely makes Get Quotes and Get Quotes Services available to enable Suppliers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, HowToRobot does not charge a fee when a Supplier finds a suitable Client or finds a Project. In addition, HowToRobot does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
5. PAYMENT TERMS AND PAYMENT SERVICES
5.1 PAYMENT SERVICES
HowToRobot provides payment services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to HowToRobot. The Services are processed through our Payment Service deliverer Stripe and independent payment transaction provider. The User has accepted the terms and conditions of Stripe (www.stripe.com)
The payment flow consists of the following:
- Client accepts to hire the Supplier for a Project.
- HowToRobot reserves the money for the full Service Contract price on the Clients credit card
- When the Client marks the Project as delivered, HowToRobot releases the Service Contract Price amount deducted the HowToRobot Service Fee to the Suppliers Stripe account.
Payments not released by day 84:
- If the payment has not been released by the Client after 84 days, the Client must evaluate the project status and determine whether payment can be released to the Supplier.
- If the project is not delivered within the 85 days a dispute process must be started immediately.
- If the payment has not been released by the Client after 90 days, and no solution to the dispute has been found, HowToRobot will deduct the full HowToRobot Service Fee and await instructions from the Client whether to release rest of the amount or a part of the amount. If the Client chooses not to release anything for the Supplier, it is the risk and the responsibility of the Client.
5.2 SUPPLIER STRIPE ACCOUNT
The Supplier must create a Stripe Account in order to receive the payments for a Service Contract.
5.3 CLIENT PAYMENTS ON SERVICE CONTRACTS
HowToRobot will invoice the Client in accordance with the price agreed upon in the Service Contract and process described above (payment flow).
The Client approves the invoice for the Service Contract price automatically when the Supplier is hired for the Project.
When Client approves the Service Contract, the Client automatically and irrevocably authorizes and instructs HowToRobot to charge Client’s Payment Method for the Supplier full contract amount.
If Client is in “default”, meaning the Client fails to pay the Supplier in accordance with the Service Contract: (a) Client fails to pay the Supplier contract amounts when due; (b) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by HowToRobot for Supplier contract amounts to be reversed to the Client.
If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Supplier Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay HowToRobot upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
At our discretion and to the extent permitted by applicable law, HowToRobot may, without notice, charge all or a portion of any amount that is owed on any Account to HowToRobot or as Supplier contract amounts or otherwise to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by HowToRobot; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation.
HowToRobot does not guarantee that Client is able to pay or will pay Supplier contract amounts and HowToRobot is not liable for Supplier contract amounts if Client is in default.
6. RECORDS OF COMPLIANCE
Users will each (a) create and maintain records to document satisfaction of their respective obligations following the USER TERMS & CONDITIONS, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to HowToRobot upon request. Nothing in this subsection requires or will be construed as requiring HowToRobot to supervise or monitor a User’s compliance with USER TERMS & CONDITIONS or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. These USER TERMS & CONDITIONS and any registration for or subsequent use of the Site will not be construed as creating any responsibility on HowToRobot’s part to store, backup, retain, or grant access to any information or data for any period.
7. LIMITATION OF LIABILITY
HowToRobot is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with accepting the USER TERMS & CONDITIONS, including, but not limited to:
- your use of or your inability to use Get Quotes or Get Quotes Services;
- delays or disruptions in our Site or Site Services;
- viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
- damage to your hardware device from the use of the Site or Site Services;
- the content, actions, or inactions of third parties’ use of the Site or Site Services;
- a suspension or other action taken with respect to your Account;
- your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL HOWTOROBOT OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF HOWTOROBOT AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS & CONDITIONS OR THE OTHER HOWTOROBOT TERMS WILL NOT EXCEED THE LESSER OF: (A) $1,500; OR (B) ANY FEES RETAINED BY HOWTOROBOT WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR SUPPLIER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS & CONDITIONS OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
In addition to the recognition that HowToRobot is not a party to any contract between Users, you hereby release HowToRobot and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into these USER TERMS & CONDITIONS. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Supplier Services provided to Client by a Supplier and requests for refunds based upon disputes.
You will indemnify, defend, and hold harmless HowToRobot and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of the use of the Site and the Site Services by you or your agents.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
10: TERM AND TERMINATION
Unless both you and HowToRobot expressly agree otherwise in writing, either of us may terminate this relationship based on your acceptance of these USER TERMS & CONDITIONS and your User Account in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to contact@HowToRobot.com.
In the event you properly terminate the relationship and User Account, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. HowToRobot is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of the relationship and User Account does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this relationship and account while having one or more open Projects, you agree that you hereby instruct HowToRobot to close any open contracts. You will continue to be obligated to pay any amounts accrued (including HowToRobot Fees) but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to HowToRobot.
You therefore agree as follows: IF HOWTOROBOT DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, HOWTOROBOT HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT HOWTOROBOT WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
After termination, cf. 10.1, the USER TERMS & CONDITIONS and the other Terms that expressly or by their nature contemplate performance after these USER TERMS & CONDITIONS terminates or expires will survive and continue in full force and effect.
10.3 DELETION OF USER & SUPPLIER ACCOUNT
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which HowToRobot will have no liability whatsoever. HowToRobot, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
11. LAW AND VENUE
These relationship between the User and HowToRobot is governed by Danish law. Any Claim against HowToRobot raising out of these USER TERMS & CONDITIONS and/or the use of Get Quotes will be governed by and construed in accordance with the laws of the State of Denmark.
Place of Venue will be the courts of Copenhagen.
Before raising a lawsuit against the other Party, the parties shall seek to resolve the disagreements between them in a spirit of willingness to avoid protracted lawsuits.
User may not assign the USER TERMS & CONDITIONS, or any of its rights or obligations hereunder, without HowToRobot’s prior written consent in the form of a written instrument signed by a duly authorized representative of HowToRobot. HowToRobot may freely assign these USER TERMS & CONDITIONS and the other Terms without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the USER TERMS & CONDITIONS are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
12.2 FORCE MAJEURE
The parties to these USER TERMS & CONDITIONS will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.
12.3 PREVAILING LANGUAGE AND LOCATION
The English language version of the USER TERMS & CONDITIONS will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in Denmark.
12.4 CONSENT TO USE ELECTRONIC RECORDS
To facilitate your use of the Site and the Site Services, you give us permission to provide all records to you electronically instead of in paper form.
“Account” means the User account established in www.howtorobot.com.
“User” means the individual, company or organization with a registered account to use www.howtorobot.com or the website.
“Client” means any authorized Company User utilizing the Site or Site Services to seek and/or obtain Supplier Services on Get Quotes.
“Supplier” means any authorized User utilizing the Site or Site Services to buy, sell, advertise or provide Supplier Services to Clients. A Supplier is a customer of HowToRobot with respect to use of the Site and Site Services.
“Supplier Services” means all services, including delivery of products, performed for or delivered to Clients by Suppliers.
“Payment Method” means valid means of payment accepted by Stripe.
“Project” means an engagement for Supplier Services that a Supplier provides to a Client or a Supplier under a Service Contract on Get Quotes.
“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, sound, or other content or information that you or any User post to any part of the Site or provide to HowToRobot, including such content or information that is posted as a result of questions.
“Work Product” means any tangible or intangible results or deliverables that Supplier agrees to create for, or actually delivers to, Client or Supplier as a result of performing the Supplier Services.
APPENDIX 1: DIRECT CONTRACT TERMS
HowToRobot - Get Quotes has facilitated a direct transaction between
Customer And Supplier
“Hire” means the Customer accepting the offer from the Supplier.
“Offer” means the response to the Customer Request with a fixed price on Get Quotes.
“Release Day” means the day the Customer releases the payment from the reserved account.
“Request” means the Customers use of the Get Quotes tool by asking for an Offer of the Customers needs described via the tool.
“Special Terms” means terms agreed on between the Parties that clearly supplements or change the Direct Contract Terms in compliance with the formality requirements of the Direct Contract Terms of clarity. The Special Terms cannot influence or change the USER TERMS.
BACKGROUND for DIRECT CONTRACT TERMS
The Customer and the Supplier has entered into a Service Contract through the process of Get Quotes; a request and an offer with a fixed price, including delivery time and place.
The Service Contract describes the Suppliers specific delivery obligations to fulfil the needs of the Customer through the request- offer process.
The following terms, the Direct Contract Terms, are part of the Service Contract and contains a standard regulation of performance and if obligations are not.
Special Terms can be agreed upon between the Parties in addition to the Direct Contract Terms (Special Terms). If the Special Terms differ from the Direct Contract Terms it must be clear from the wording of the Special Terms which regulation in the Direct Contract Terms the Special Terms change, how they change the terms and that a conscious change has been made.
Furthermore, the User Terms and Conditions of HowToRobot and for Get Quotes contribute to regulating the relationship between the Parties.
Apart from what is already agreed upon through the request and offer the following shall apply:
TERMS OF PAYMENT
The Customer shall immediately after hire in the sense of accepting the Suppliers offer pay the Service Contract price by using the HowToRobot payment service. The Service Contract price will be reserved for the Supplier for later release in accordance with the HowToRobot User Terms.
The Customer is obliged to release the payment and pay whenever the Supplier has made a delivery that comply with the needs of the Customer describer in the Request, - the Release Day.
Testing of the Supplier Service including deliverables is only to take place if the test is described as part of the Service Contract, Request and Offer process.
The purpose of a test will primarily be to determine whether the Customer needs have been fulfilled.
The procedure, content and approval criteria of the test must be part of the Request and Offer process.
If a test is made and a test has been passed, the Customer shall issue a written approval thereof to the Supplier without undue delay.
No review, commenting or approval on the part of the Customer of any test can be taken as an implication of a change of the needs described in the request.
Maintenance of the Supplier Service including deliverables is only to take place if the maintenance tasks are described as part of the Service Contract, Request and Offer process.
The Supplier is obliged to deliver maintenance of his services for a pre-defined period of time if requested by the Customer.
The particular extent of the maintenance and the performance thereof must be part of the Request and Offer process to be contained in the Service Contract Price.
The Supplier warrants that the services and deliveries specified in the Service Contract fulfil the needs of the Customer as specified in the Request.
In case the specified deliveries are not sufficient, the Supplier shall be liable, without further payment to deliver what is necessary to perform the Service Contract.
The supplier warrants that the goods and services delivered will fulfil the requirements of the present contract throughout the warranty period.
The warranty period shall be one year, running from the date the Customer release the payment for the Supplier.
The Supplier shall be liable for the deliveries and services of its subcontractors under the Service Contract in exactly the same manner as for its own deliveries and services.
In case the time of delivery agreed in the request-offer process is foreseen to be delayed, regardless of the responsibility for the delay, a notice of delay must be given at once. This is also applies if the delay occurs without being foreseen.
The Parties must try to handle the delay in a positive, cooperative and responsible attitude in order to find a solution with full regard to the needs of the Customer and the opportunity of the Supplier.
If no solution can be found within 30 days ensuring the needs and opportunities, the Service Contract can be terminated with a notice of 14 days to minimize the losses of both parties.
The consequences of the delay must be settled between the Parties in accordance with the Disputes model below.
A defect in the services or deliveries delivered shall be deemed to exist if these fail to fulfil the warranty given by the supplier, or do not possess such properties or do not work in such a manner as the Customer might justly expect on the basis of the content of the Service Contract.
The Parties must try to handle the defect in a positive, cooperative and responsible attitude in order to find a solution with full regard to the needs of the Customer and the opportunity of the Supplier.
As part of finding a solution a proportionate reduction must be considered and applied as this is the opportunity in accordance with the general rules of Danish law.
If no solution can be found and no agreement made on the proportionate reduction within 30 days after the defect is has been found, ensuring the needs within the opportunities, the Service Contract can be terminated with a notice of 14 days to minimize the losses of both parties.
The consequences of the defect must be settled between the Parties in accordance with the Disputes model below.
CONDITIONS RELATING TO THE CUSTOMER
In case the Customer fails to perform its payment obligations under the Service Contract, the Supplier shall be entitled to interest in accordance with the rules of the Danish Interest Act.
In case the Customer does not contribute to the project as described in Request and Offer process
the Parties must try to handle the situation of Customer non-performance in a positive, cooperative and responsible attitude in order to find a solution with full regard to the situation of the Customer and the need of the Supplier to finalize the delivery.
As part of finding a solution the Supplier shall be entitled to an objectively reasoned postponement of time limits for the delivery as well as interest on any postponed payments. As part of the solution the Parties could make a new Request-Offer process to buy extra resources from the Supplier to fill the gap of the Customer.
If no solution can be found within 30 days after occurrence of the Customer non-performance has been identified, the Service Contract can be terminated with a notice of 14 days to minimize the losses of both parties.
The consequences of the non-performance must be settled between the Parties in accordance with the Disputes model below.
The Parties may terminate the Service Contract if the situations above in clauses 5-7 occurs.
In case of termination, the amounts paid by the Customer awaiting release are to be settled through the Dispute model below or on request of the Customer be released to the Customer without any deduction. In case the full amounts paid are released to the Customer, the Customer shall return any deliveries that are part of the termination in their present condition at the Customer's localities. The Supplier shall arrange for disassembling.
However, the Customer shall be entitled to use the deliveries until alternative to the Customer needs can be obtained. In that case, the amounts paid by the customer shall not be released before the return is carried through. For the period from the termination until the return, the Customer shall pay a reasonable fee for the benefit enjoyed by the customer.
Any agreement on maintenance shall lapse when the return is carried through.
The Parties shall be liable to pay damages in accordance with the general rules of Danish law.
However, in all circumstances, the total amount of the damages shall be limited to the Service Contract price.
The Parties shall not in any case be liable for operating loss, consequential damage, or any other indirect loss. Loss of data shall be regarded as an indirect loss.
The limitations above shall only be applicable if the loss cannot be ascribed to gross negligence or wilful conduct by the party causing the loss.
The Supplier's product liability shall be governed by the general rules of Danish law. Furthermore, the supplier shall maintain in force product liability insurance for five years after the Release Day. The liability for property damage shall be limited to an amount of DKK 5 million for each damage-causing event.
Under the present contract, neither the Supplier nor the Customer shall be regarded as liable to the other party for circumstances beyond the party's control and which the party, when entering into the Service Contract, could not have foreseen (including strikes), or could not have avoided or overcome. Circumstances experienced by a subcontractor shall only be regarded as force majeure in case the subcontractor is faced with an obstacle falling within the first sentence of the present clause and which the supplier could not have avoided or overcome.
Force majeure in the case of delay may only be claimed for the number of working days for which the force majeure situation lasts. In case a time limit for the supplier is postponed as a result of force majeure, the payments associated therewith shall be postponed correspondingly.
Force majeure may only be claimed if the Party in question has given written notice thereof to the other Party not later than five working days after the occurrence of force majeure.
The Party who has not been affected by the force majeure situation is entitled to cancel the contract in case the agreed delivery date is exceeded by 30 working days as a result of force majeure. In the event of such cancellation, both Parties shall return as soon as possible the items they have received from the other Party, and no other claims shall then exist between the Parties.
The Supplier warrants that services and deliveries are in compliance with relevant mandatory rules such as these exist at the time of Hire for the Service Contract.
THIRD PARTY'S RIGHTS
The Supplier warrants that the services and deliveries do not violate the rights of others, including patents and copyrights.
This warranty shall be subject to the condition that the Customer notify the Supplier in writing immediately when the customer becomes aware of any violation of rights and that the Customer assists the Supplier during the case to the extent necessary.
The Parties shall observe confidentiality to the usual extent with regard to all matters that do not fall within general knowledge and as regulated in the USER TERMS.
The Supplier may include the Customer together with the HowToRobot Get Quotes process on its list of references, but may not otherwise use the Customer's name for marketing purposes.
The Service Contract shall be governed by Danish law.
Should any disagreement arise between the Parties in connection with the present contract, the Parties shall seek to initiate negotiations for the purpose of solving the dispute with a positive, cooperative and responsible attitude.
If necessary, efforts shall be made to escalate such negotiations to a high level within the Parties' organizations.
In case no solution is obtained thereby either, the parties shall ask HowToRobot to contribute. HowToRobot will make a preliminary investigation of the views of the Parties and based on this suggest a small process. This process is part of the Get-Quotes fee.
If no solution is found through the Get Quotes-process the Parties shall ask HowToRobot for a fixed fee to come up with a non-binding solution for solving the dispute.
If both Parties accept the fee-proposal HowToRobot must in order with the fee proposal produce a non-binding solution proposition.
When the procedure described above has been attempted, either of the parties shall be entitled to demand that the disagreement be solved finally by the Courts of Denmark, and with a subpoena filled at the Court of Copenhagen.