Subscription agreement

1. Who this agreement is between

This agreement is between Adeel Hamid trading as CalibraWorks (ABN 61661477964) — "we", "us" — and the laboratory that subscribes to the service — "you". It applies from the moment you accept it, whether by clicking to accept during sign-up or by using the service.

We operate as a sole trader. That is stated plainly because it is the sort of thing a procurement team asks about, and because it changes who stands behind the obligations in this agreement — an individual rather than a company. It changes nothing about how the service works, what it costs, or what happens to your records.

The person accepting it warrants that they are authorised to bind the laboratory.

2. What the service is

A hosted calibration laboratory management system: customers and instruments, jobs and readings, a deterministic calculation engine, certificates, invoices, recalls, and the records ISO/IEC 17025 asks a laboratory to keep.

It is software. It is not a metrology consultancy, a quality manager, or an accreditation service.

3. What we do not promise

We do not warrant that you will obtain or retain accreditation to ISO/IEC 17025, or any other approval. The system is built to that standard’s shape and refuses a great deal that would fail an assessment — an out-of-calibration reference standard, a certificate signed by somebody with no competence record for the method, a document approved by its own author. Accreditation nonetheless turns on your people, your methods and your measurements, and an assessor assesses the laboratory rather than its software.

We do not check the accuracy of what you enter. The engine computes correctly from the numbers it is given; whether those numbers describe what happened on the bench is yours.

Nothing in this section limits the consumer guarantees described in clause 12.

4. Your records are yours

You own everything you put into the system and everything it produces from that: your customers, your instruments, your readings, your certificates and your invoices. We claim no ownership of any of it.

We hold a licence to use it only so far as we must to run the service for you — storing it, displaying it back to you, sending the messages you ask us to send, and backing it up. We do not sell it, and we do not use it to train models.

We may use aggregate, de-identified information about how the service is used to operate and improve it. Nothing that could identify you, your staff or your customers.

5. Getting your records out, at any time

You can export everything the system holds for you, in full, at any time, from within the application. This is not a request you make to us and it is not withheld on any plan.

It is also not withheld if your subscription lapses. Your records are legal records: your customers may be asked to produce a calibration certificate a decade after it was issued, and they have no contract with us. A laboratory whose subscription has lapsed keeps every record, can read all of it and can export all of it. What stops is new work.

6. Fees, GST and changes to price

Fees are as shown on the plan you select, in Australian dollars, and are stated exclusive of GST unless marked otherwise.

We are not currently registered for GST, so no GST is charged and our invoices are not tax invoices. If we become registered we will tell you before the first invoice that carries it, and GST will be added to the prices above rather than taken out of them.

Subscriptions are billed in advance for each period and renew automatically until cancelled.

We may change our prices. If we do, we will tell you at least 30 days before the change takes effect, and the new price applies from your next renewal. If you do not accept it, cancel before that renewal and you will not be charged the new price.

7. Cancelling, and what happens then

You can cancel at any time, effective at the end of the period you have paid for. We do not refund the remainder of a period, and we do not stop you using what you have paid for.

After cancellation your account continues to allow reading and exporting for at least 12 months. We will not delete your records during that period, and we will give you at least 30 days’ written notice before deleting anything afterwards.

That period exists because of what these records are. It is longer than is usual for business software, and deliberately so.

8. Suspension, and what suspension never means

If payment fails we will keep trying, and nothing is restricted for 30 days — the commonest cause is a card that expired, and that should not stop a technician mid-job.

After that, the account degrades rather than locks: reading and exporting continue; new bookings, new readings, new certificates and outbound messages stop.

Public certificate verification is never suspended, whatever the state of your account. The person scanning the code on an instrument is not our customer and never agreed to anything with us, and we will not break that link because of a billing matter.

We may suspend an account immediately where it is being used unlawfully or is compromised, and we will tell you why.

9. Availability and support

We aim to keep the service available at all times and will give reasonable notice of planned maintenance. We do not offer a contractual uptime guarantee on any plan except where one is stated in writing on your plan.

Support is by email to support@calibraworks.com. Response-time commitments apply only where your plan includes priority support.

10. Your obligations

You agree to:

• keep sign-in credentials secure, and tell us promptly if you think one has been compromised
• give each person their own login rather than sharing one — the audit trail is worth nothing if two people are one name
• use the service lawfully, and not to attack it or to get at another laboratory’s data
• ensure you are entitled to give us the personal information you put into the system, which the data processing agreement deals with in detail

11. Confidentiality and security

We treat your records as confidential and disclose them only to run the service, or where we are legally required to. Where we are compelled to disclose, we will tell you unless we are prohibited from doing so.

Each laboratory’s data is isolated in the database itself rather than by application code. Access is by role. Every change to a record is logged, and the log cannot be edited or deleted by anybody, including us.

12. Consumer guarantees, and the limits on our liability

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in this agreement excludes, restricts or modifies those guarantees, and any term that purported to do so would have no effect.

Where the Australian Consumer Law permits us to limit our liability for a failure to comply with a guarantee, our liability is limited to supplying the services again, or paying the cost of having them supplied again.

Subject to the above, and to the extent the law allows: neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings; and our total liability arising out of this agreement in any 12-month period is limited to the fees you paid us in that period.

Nothing in this clause limits either party’s liability for fraud, or for death or personal injury caused by negligence.

13. Changing these terms

We may change this agreement. Where a change materially affects your rights we will give you at least 30 days’ notice by email and in the application, and the change applies from your next renewal. If you do not accept it, you may cancel before then.

Every version is kept, with the date it took effect and the version you accepted, so it is always possible to say which text applied when.

14. General

This agreement is governed by the law of New South Wales, Australia, and both parties submit to the courts of that place.

Notices to you go to the email address on your account; notices to us go to the address above. Neither party may assign this agreement without the other’s consent, except to a purchaser of substantially the whole of its business.

If any part of this agreement is unenforceable, it is severed and the rest stands. A delay in enforcing a right does not waive it.