Terms of service

  • Test Collab hosted 
  • Test Collab Self Hosted

TestCollab Hosted Terms of Service Of Test Collab Software Inc, regarding the software TestCollab Hosted

1. Subject matter

1.1 The subject matter of this Agreement is the use of the software ‘TestCollab Hosted’ (hereinafter: the Software) by the Customer. This Agreement regulates all relations between Test Collab Software Inc and the Customer regarding the use of the Software.
1.2 The Software is web-based test management software that may be used by software teams to manage software testing efforts.

2. Scope of services

2.1 Test Collab Software Inc provides the Software as a service. This means that the Software may be used over the Internet only. The Software will be operated by Test Collab Software Inc on servers provided by Test Collab Software Inc and be made available to the Customer via the Internet.
2.2 The service of Test Collab Software Inc includes the use of the Software, support, updates and providing the server infrastructure (hereinafter: the Service). Test Collab Software Inc will take reasonable measures to protect the Software against denial of service attacks and other hacker attacks from outside; given the accessibility of the Software via the Internet it cannot be guaranteed however that these or similar fraudulent actions by third parties will never occur.
2.3 Unless otherwise agreed no consultancy or training is within the scope of the services offered by Test Collab Software Inc under this Agreement.

3. Concluding of the Agreement

3.1 Using the Software requires the opening of an Account at the website of the Service at testcollab.com (hereinafter: the Website). The Account is opened by registering the Customer and login details at testcollab.com.
3.2 The opening of an Account by the Customer is deemed an offer to conclude this agreement. Test Collab Software Inc may at its own discretion accept this offer by explicitly accepting it or rendering services under this agreement. The same applies to the issue of a purchase order by the Customer, a purchase request sent by the Customer via letter, email or fax or the renewal of a contract when registering payment details within the Customer’s account or at testcollab.com.
3.3 The person opening the account represents that he/she has got the legal authority to bind the legal entity he/she acts for to this Agreement, with respect to Test Collab Software Inc.
3.4 In connection with the registration the Customer is obliged to
make precise and correct allegations and to correct the data if changes accrue;
keep Account Data confidential at all times and to do everything to avoid any third party getting hold of the data. In this respect ‘third party’ also includes all employees of the Customer that are not designated to use the Software;
immediately inform Test Collab Software Inc in case of loss, theft or other disclosure of the Account Data to a third party or in a suspicion of misuse of the Account Data and to immediately change the password;
allow the use of the Account Data only to designated users added or invited to the Account.

4. Trial Period

4.1 If the Customer is explicitly granted a Trial Period for the first 14 calendar days after the registration Test Collab Software Inc will provide the Service without any remuneration.
4.2 After the termination of Trial Period the Service will be disrupted and the Customer’s account deactivated unless the Customer chooses to continue using the Service for a monthly or yearly fee based on the number of active users.

5. Obligations of the Customer

5.1 The Customer is obliged to make agreed payments in due time.
5.2 The Customer has to submit valid credit card details or arrange for an alternate payment method with Test Collab Software Inc.
5.3 To use the software the customer must use a Web browser Test Collab Software Inc recommends on its website.
5.4 The Customer must not interfere or intent to interfere in any manner with the functionality or proper working of the Services. This includes but is not limited to taking any action that imposes an unreasonable or disproportionately large load on the server infrastructure, e.g. unreasonable amount of server requests or upload of unreasonable volume of data.
5.5 The Customer will indemnify and hold harmless Test Collab Software Inc, its officers and directors, employees and agents from any and all third party claims, damages, costs and (including reasonable attorney fees) arising out of the Customer’s use of the Services in a manner not authorized by this Agreement, and/or applicable law, or the Customer’s or its employees’ or personnel’s negligence or willful misconduct.
5.6 In order to limit data loss the Customer is obliged to download backups in regular intervals by using the provided export and backup mechanisms.
5.7 The Customer grants Test Collab Software Inc the right to include the Customer’s organization name and logo as a customer’s reference on Test Collab Software Inc’s website and other promotional and advertising materials. Within 10 business days after written request, Test Collab Software Inc will remove the Customer’s organization name and logo from Test Collab Software Inc’s website and will cease to include the Customer’s organization name and logo in Test Collab Software Inc’s other promotional and advertising materials.

6. Downtime, updates and services suspensions

6.1 Adjustments, changes and updates of the Software, Service or server infrastructure may lead to temporary service suspensions. Test Collab Software Inc may at its own discretion upgrade the Software to new versions without prior notification of the Customer. When upgrading or updating the Software Test Collab Software Inc will make sure that the essential functions of the Software do not cease to exist in future versions of the Software.
6.2 The Customer is aware that the Service relies on a working Internet infrastructure. Downtime of the Service can also occur if the website is not available and at any other time with restrictive access to the Internet.
6.3 Test Collab Software Inc will try to achieve an availability of the Service and its accessibility of 98 per cent in the annual average. Scheduled maintenance times do not count as downtime are not to be taken into account when measuring availability.

7. Rights to use

7.1 The Customer is granted a limited, non-exclusive, non-transferable, non-sublicenseable right to use the Software as a service on the Website.
7.2 The Customer is not granted any additional right to the Software or any other intellectual property of Test Collab Software Inc. This specifically means that the Customer shall not be entitled to make copies of the Software. The Customer shall not translate the program code into other forms of code (decompilation) or employ other methods aimed at revealing the Software’s code in the various stages of its development (reverse engineering).
7.3 The Customer is not entitled to remove or make alterations to copyright notices, serial numbers or other features which serve to identify the Software.

8. Payments

8.1 The price of the Service is shown on the current price list of Test Collab Software Inc that is available on testcollab.com. All prices in the price list or on any other documents issued by Test Collab Software Inc at any specific time are net-price.

9. Warranty

9.1 Defects in the Software which have a substantial effect on the ability to run the software shall be remedied within a reasonable time following a detailed notification of such defect (that allows Test Collab Software Inc to reproduce the defect) being given to Test Collab Software Inc by the Customer.
9.2 For the purpose of remedying defects, Test Collab Software Inc may choose to replace the defective Software with a version of the Software which is free of defects.
9.3 Unless Test Collab Software Inc fails to repair or replace the Software, the right of the Customer to terminate the contract due to an inability to use the Software shall be excluded.
9.4 The limitation period for all warranty claims shall be 12 months commencing with the first coming to show of the defect.

10. Liability

10.1 The pre-contractual, contractual and non-contractual liability of Test Collab Software Inc is limited to cases of intent and gross negligence.
10.2 In cases of ordinary negligence Test Collab Software Inc's liability shall be limited to the breach of contractual obligations which are cardinal obligations. Cardinal obligations are those obligations for which due fulfilment is essential to the proper implementation of the contract as a whole, and the contractual partner may depend upon their fulfilment.
10.3 The liability for loss of data shall be restricted to typical recovery expenses which would have arisen if regular backup copies had been made by the Customer, commensurate with the risks associated with the loss of such data.
10.4 The above limitations of liability shall also apply where Test Collab Software Inc is vicariously responsible for its employees and agents.
10.5 Any claims for damages by the Customer relating to defects in the supplied Software shall be subject to a limitation period of 12 months. This does not apply to defects which have been intentionally concealed by Test Collab Software Inc.
10.6 Test Collab Software Inc is not liable for damages resulting from defects of server infrastructure, hardware failure, network outages or any other circumstances out of Test Collab Software Inc's control and not directly caused by Test Collab Software Inc's or its employees.

11. Data protection

11.1 Test Collab Software Inc stores Account Data and user information about the Customer. This data may be shared with third parties if those are assigned by Test Collab Software Inc to handle accounting, payment or other internal processes.
11.2 If the Customer processes personal data, the Customer is responsible to obey data protection regulations. Test Collab Software Inc will only process the data transmitted by the Customer as directed by the Customer.
11.3 The Customer agrees to only upload actual test data when using the Software. The Customer explicitly guarantees not to upload any personal data. Test Collab Software Inc rules out any and all liability with respect of the disclosure of personal data. The Customer agrees to hold Test Collab Software Inc harmless from all costs and damages Test Collab Software Inc may have in connection with the upload of personal data.

12. Term and Termination

12.1 The Agreement runs for an indefinite time and will remain in effect until terminated by one of Parties in accordance with this section 12.
12.2 The Parties may terminate this Agreement for any or no reason at all at their convenience with at least one day notice to the end of each month or year depending on subscription type. Termination must be issued in text form (e.g. letter, email or fax) or by using the provided account closing mechanism, if Test Collab Software Inc provides one.
12.3 In addition each Party’s right to terminate this Agreement for a good cause remains unaffected. A good cause for termination of the Agreement by Test Collab Software Inc shall include, but is not limited to, the following:
a serious breach of the obligations arising from this Agreement by the Customer;
a default in payment of the Customer with an amount that equals at least the compensation of two months;
including, but not limited to, the failure to settle outstanding invoices;
a serious breach of contract leading to the loss of mutual trust or renders the continuation of this Agreement in consideration of the purpose of the Agreement unreasonable;
an attempt of a denial of service attack on any of the Services by the Customer or any attempt to hack or break any security mechanism on any of the Services;
determination that the Customer’s use of the Services imposes a security or service risk to Test Collab Software Inc, or to any user of services offered by Test Collab Software Inc;
an application for the initiation of insolvency proceedings concerning the Customer, as well as the refusal to open insolvency proceedings for lack of assets, or the issue of a declaration in lieu of an oath, or any similar proceedings.
12.4 Test Collab Software Inc may at its own discretion instead also temporarily quit providing the Services until the cause has been remedied by the Customer. In this case the contract shall be deemed on hold until the Customer makes the necessary payments or the contract is terminated. If the Customer does not make payments or enters (new) payment details when explicitly requested to do so this is deemed a termination of the contract by the Customer.

13. Disputes, Applicable Law, Notices

13.1 This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall be governed by Canadian law.
13.2 The parties agree that the courts of the seat of Test Collab Software Inc shall have exclusive jurisdiction to settle any dispute arising out of this Agreement, and so far this is permitted by law.
13.3 Notices made by Test Collab Software Inc to the Customer may be posted on the Website, at testcollab.com and/or sent to the email-address specified by the Customer when registering or to any updated email-address the Customer provides. Notices to Test Collab Software Inc must be directed to shriti@testcollab.com
13.4 The official text of this Agreement and any annexes attached here to and any notices given here, and any communication shall be in English.

14. Final provisions

14.1 This agreement, together with any documents referred to in it, or expressed to be entered into in connection with it, constitutes the whole agreement between the Parties concerning the subject matter of this Agreement.
14.2 The Customer may set off only legally, binding and recognized claims. The rights and obligations arising from this Agreement are generally not transferable. However Test Collab Software Inc may transfer this Agreement with all rights and obligations to a company of its choice. If the Customer does not expressly disagree with this in writing within one month from a corresponding notice this is deemed to be his acceptance.
14.3 If any provision of this agreement is or later becomes invalid, or contains omissions, the validity of the other provisions shall remain unaffected. The parties shall agree upon a new provision, which shall resemble the invalid provision as closely as possible in purpose and meaning, to replace the invalid provision. In the event of an omission in the agreement, a provision shall be agreed upon which shall correspond with that which would have been agreed, pursuant to the purpose and meaning of the agreement, if the matter had been considered by the parties when the agreement was formed.
14.4 From time to time, Intercom may modify this Agreement. Unless otherwise specified by Test Collab Software Inc, changes become effective for Customer upon renewal of Customer's current Subscription Term or entry into a new Order Form. Test Collab Software Inc will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email or other means.