Geodetics Terms of Services
General Terms and Conditions
These terms and conditions (“Agreement”) apply to any service and all statements made by Geodetics, Inc. in written and oral form. By placing your order for support services, you accept that you are bound to these terms and conditions. If attached to a quotation from Geodetics, Inc., these terms and conditions are incorporated into and are a part of that quotation. Any changes, modifications, deletions or provisions differing from these terms and conditions that may be proposed in Customer’s order are rejected unless specifically accepted in writing by Geodetics, Inc.
The following terms used herein shall have the meanings ascribed to them below:
“Customer”: shall mean a legal entity or business ordering and/or buying Services from Geodetics.
“Geodetics”: shall mean Geodetics, Inc., a California corporation, with an address of 2649 Ariane Drive, San Diego, CA 92117, USA.
“Order Confirmation”: shall mean a formal written acknowledgment sent by Geodetics to Customer confirming Geodetics’ acceptance to provide Services ordered by Customer.
“Prepayment Request”: shall mean a pro-forma invoice for prepayment of Services.
“Price”: shall mean Price stated in Order Confirmation or Prepayment Request.
“Quotation”: shall mean a non-binding information about current Prices and other specifics of Services.
“Service”: shall mean general service and/or support service in the form of support (service) hours provided by Geodetics in accordance with this Agreement. Service or support service excludes, modification/adaptation of software by Geodetics under a Support Package, unless agreed upon differently.
“Support Package”: shall mean a specified amount of support (service) hours purchased by Customer.
Customer may place orders in writing, through the Internet, or by telephone. By submitting an order to Geodetics, Customer agrees to be subject to these Terms and Conditions in their entirety. No order, submitted in response to a Quotation by Geodetics (or not), shall be binding on Geodetics unless Geodetics sends an Order Confirmation or a Prepayment Request in writing. Geodetics may request details about end-user and end-purpose of the ordered Services. Geodetics reserves the right to reject and cancel any order at its own discretion and without providing reasons, including but not limited to cases where Customer is not ordering for industrial purposes. Customers should thoroughly verify the Prepayment Request or Order Confirmation and notify Geodetics of any error in writing immediately upon receipt. Otherwise the details stated in the Prepayment Request or in the Order Confirmation shall apply to this Agreement.
3. Support Services Offered, Service Purchases, Duration and Information Requests
(i) The following are excluded from Service: Items excluded from Geodetics’ Warranty, preventative maintenance, work outside of local working hours, weekends or on public holidays, removal of viruses, support for 3rd Party Products not sold by Geodetics, work that Geodetics’ deems unnecessary.
(ii) Response times of the Services provided by Geodetics are estimates and may vary and may take up to 72 work hours. If appropriate, the Services may be provided via telephone or the Internet. Customer shall reasonably cooperate with Geodetics in its performance of Services to Customer.
(iii) Support Services are initiated by the payment of 100% of the Support Package’s Price stated in the Order Confirmation or Prepayment Request.
(iv) The remaining balance of Support Service hours will be available upon request.
(v) Upon exhaustion of the purchased Support Service hours, Geodetics will suspend support activities until a new Support Package initiated by the customer.
(vi) Support hours are valid from 1 year beginning on the date the package was purchased. Support Service hours which have not been used at expiration of the purchased Support Package will be forfeited.
(vii) Payment by Customer for Support Services is final. Support Services cannot be cancelled for refund of unused Support Service hours.
(viii) Project related expenses not listed under this Agreement must be pre-approved by Customer and are an added expense.
4. Prices, Costs and Adjustments
(i) Unless specified otherwise in writing, Prices for Services are “Incoterms 2010: FCA Geodetics”. Prices do not include additional costs such as insurance, shipping, handling, import or other duties, or any federal, state or local taxes, including sales, use or excise taxes, applicable to the Services sold to Customers which taxes may in Geodetics’ discretion be added to the Price or billed separately and which taxes should be paid by Customer, unless Customer provides Geodetics with any necessary tax exemption certificate.
(ii) Prices of Services are subject to change without notice or obligation.
(iii) GEODETICS RESERVES THE RIGHT TO ADJUST PRICES OF SERVICES ORDERED BY CUSTOMER, IF CURRENCY EXCHANGE RATES, INSURANCE, DUTY, FREIGHT, OR PURCHASE COSTS FOR GEODETICS CHANGE MATERIALLY SINCE CUSTOMER PLACED ITS ORDER. A CHANGE OF COSTS FOR GEODETICS IS MATERIAL IF IT RESULTS IN AN INCREASE OF PRICES IN THE GEODETICS WEBSHOP OF 2% OR MORE.
(iv) If a Price adjustment as stipulated in paragraph (iii) above occurs, Customer shall have the option to cancel its Order with Geodetics. GEODETICS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF PROFITS, RESULTING FROM ANY PRICE ADJUSTMENT.
5. Terms of Payment
Terms of payment are within Geodetics’ own discretion, and unless otherwise agreed to in writing by Geodetics, payment of the amount invoiced is due before starting support/delivery to Customer. Payment shall be made in US Dollars to Geodetics by bank transfer (ACH or wire transfer), or Credit Card via PayPal with all taxes, banking fees and other charges at the expense of the Customer; or by some other prearranged and agreed upon payment method. Geodetics may suspend Service until full payment is received. If Customer fails to pay any payment due hereunder when due, Geodetics may recover, in addition to the payment, interest on the outstanding amount at the rate of 1.5 % per month or the maximum interest rate permitted by law, whichever is less. All costs of recovery, including attorney’s fees, shall be payable by the Customer.
6. Shipping and Delivery
(i) Shipping and handling are additional, unless otherwise expressly indicated at the time of sale, and all fees shall be paid by Customer. Geodetics shall have the right to commission, at Geodetics’ own discretion, any shipping company with the shipping of Products. The Order Confirmation or the Prepayment Request indicates the delivery period. Place of delivery shall be “Incoterms 2010: FCA Geodetics”, unless otherwise specified in writing. The delivery period is approximate and partial delivery can be made.
(ii) GEODETICS DISCLAIMS ANY LIABILITY FOR LATE PERFORMANCE, IN PARTICULAR, BUT WITHOUT LIMITATION, LIABILITY FOR LOSSES, DAMAGES, PENALTIES, OR CHARGES OF ANY NATURE DUE TO LATE PERFORMANCE.
(iii) If Customer refuses delivery without Geodetics’ prior written approval, Customer must pay all expenses or loss resulting from delivery refusal until Customer accepts delivery. Geodetics reserves the right to withdraw from the Agreement in case of delivery refusal.
(iv) Any product packaging which Geodetics has to take back shall be sent to Geodetics by Customer at Customer’s expense.
7. Warranties and Disclaimer of Warranties
If after repeated efforts Geodetics is unable to resolve the customer’s issue under a Support Package, Customer’s exclusive remedy and Geodetics’ entire liability in contract, tort, or otherwise, shall be limited to the following:
(i) Cancellation of the purchase agreement
(ii) Refund of remaining hours on the Support Contract to Customer.
GEODETICS PROVIDES SERVICE, AND SUPPORT SERVICE IN PARTICULAR, “AS IS”, AND DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND OF ANY OTHER CONDITION OR WARRANTY OBLIGATION ON THE PART OF GEODETICS WHICH ARE HEREBY DISCLAIMED. GEODETICS SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON UNDER ANY LEGAL THEORY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY CHARACTER ARISING OUT OF GEODETICS’ PROVISION OF SUPPORT SERVICES HEREUNDER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF GEODETICS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
Geodetics’ entire liability in contract, tort, or otherwise, for Service or Support Service provided to Customer shall not exceed the Support Package fee actually paid by Customer.
The following shall trigger termination:
(i) Geodetics shall have the right to terminate this Agreement immediately with written notice or by email message
(ii) if Customer, its directors, officers, employees, shareholders, partners, agents, or affiliates, breach, have breached, or are suspected to breach U.S. export control or customs regulations, or regulations of other countries;
(iii) if Customer fails to make any payment when due and payment has not been received within 2 weeks of due date although Geodetics has given Customer notice of such default and set Customer an additional term for payment.
Either party may terminate this Agreement with immediate written notice if the other:
(i) Commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other;
(ii) Becomes insolvent or is unable to pay debts as they fall due.
9. Data Protection and Consent to Transfer of Data
Customer data shall be held and/or transferred in accordance with the applicable data protection laws. Geodetics shall put sufficient safeguards in place to ensure a corresponding level of data protection.
10. Miscellaneous Customer Obligations
Customer is responsible:
(i) For their choice of Support Package and its suitability for the purpose
(ii) To pay for telephone and postal charges when contacting Geodetics.
(iii) To provide Geodetics with a reasonable amount of cooperation, information, facilities and access to allow Geodetics to perform its contractual duties, otherwise Geodetics shall not have any obligation to provide any Service or assistance.
(iv) For all of Customer’s legal and regulatory requirements during Service, such as the backup and confidentiality of all data.
Additional Geodetics Terms of Sale, that may apply, can be found at:
Customer should refer to this website for any further updates.
Thank you for doing business with Geodetics.