Terms & Conditions TestCompass
In this document you will find the Terms and Conditions of TestCompass. Initially, TestCompass rejects all Terms and Conditions of other parties, unless otherwise provided by Agreement or in these Terms and Conditions. Therefore, it is not possible to derive any rights other than those stated in these Terms and Conditions.
1. Company information
TestCompass is located in the Netherlands and can be found in the Dutch trade register, under number 80399606. [*1]
Do you want to contact TestCompass? Then you can do this via the following email address:
Or via the following contact form:
- Day: calendar day;
- Digital content: data that is produced and supplied in digital form;
- TestCompass: distributor, as shown in article 1;
- Client: any Legal entity, who uses or purchases any form of service from TestCompass;
- User: any person who uses TestCompass’s services, as made available on TestCompass’s website;
- Agreement: any agreement, regardless of how these come to be between TestCompass and Client;
- Party(s): legal entity which is subjected to these Terms and Conditions or any other kind of agreement or contract between TestCompass and Client;
- Digital Services: The service as provides by TestCompass in digital form;
- Tool: Model Based Testing Tool as provided by TestCompass;
- SaaS: Software as a Service; Software provided by TestCompass for distribution to/use by Client/User;
- AWS: Amazon Web Services; cloud service used for the performance of Digital Service as provided by TestCompass;
- Written communication: Any communication that does not happen verbally, digital communication also applies under this formulation.
- The TestCompass’s Terms and Conditions apply to any Agreement between TestCompass and Client, any Agreement between TestCompass and User, as well as any offer by TestCompass to provide a Service to which TestCompass has declared these Terms and Conditions applicable. Terms and Conditions of any other party are rejected. TestCompass’s Terms and Conditions always apply unless parties have expressly agreed otherwise, which is confirmed in writing.
- If there is any deviation from one or more clauses of these Terms and Conditions, the other clauses will remain valid.
- Amendments to these Terms and Conditions agreed upon in writing only apply to the cases specified in that specific Agreement.
- After accepted for the first time, the Terms and Conditions do not have to be expressly agreed upon again and again but are deemed to have been tacitly accepted. This applies to all further Agreements between TestCompass, Client and User.
- The Agreement between TestCompass and Client is established by offer and acceptance (article 6:217 Dutch Civil Code), as described in article 6.
- The Agreement consists of a license agreement for the use of the Digital Service provided by TestCompass as stated in article 5.
- TestCompass offers a free Trial License, one month License and a one year License for the Tool.
- After Client purchases the license on the TestCompass website, the activation link(s) will be sent to Client.
- Client has to agree to these Terms and Conditions before being able to purchase a license.
- Employees of TestCompass or third parties engaged by TestCompass cannot make binding agreements with Client. Commitments (verbal or in writing) do not bind TestCompass until after and insofar as they have been confirmed by an authorized representative of TestCompass.
- Assessment of whether TestCompass has failed to fulfill one or more obligations (from the Agreement) is up to TestCompass. After all, all activities are performed on the basis of information provided by Client.
- If the service provided by TestCompass isn’t working in the manner as stated by the Agreement, TestCompass will try to resolve this as soon as possible. This is not a reason for dissolution of the Agreement.
5. The Tool
- The Tool is offered over the internet in the form of Software-as-a-Service (SaaS) by TestCompass.
- The Digital Services consists of the use of a Model Based Testing Tool (MBT) developed by TestCompass, email support, software updates and providing the server infrastructure.
- The Tool has a graphical interface in which the User can draw a graphical test model, based on the principles of a flowchart.
- The User is able to save, import and export projects and test models within the project explorer.
- From the test model the logical and physical test cases can be automatically generated, based on a desired test case coverage. Then, the test cases can be exported to an Excel test design.
- The Tool can automatically perform an impact analysis after an update in the test model.
- TestCompass provides detailed documentation, guides and video tutorials on TestCompass’s website.
- Using the Tool cannot derive any rights from the content or operation of the tool.
6. Offer, quotation and pricing
Client can purchase a Tool license via the website or by direct contact with TestCompass.
Via the website: Client must first register online, set a password and pay the Tool online. Hereafter Client will receive an email with the activation link(s) so that Client gets direct access to the Tool.
Direct Contact: Client receives a quotation or invoice. After the payment is received, the Client needs to register online and set a password. Hereafter the Client will receive an email with the activation link(s) so that Client gets direct access to the Tool.
- Payment is seen as acceptance as stated in article 4 sub 1.
- Quotations made on the website are inclusive of 21% VAT if Client purchases the Tool subscription out of a business or legal entity.
- Before purchase a business or legal entity has to administrate certain information including its VAT-ID The Vat-ID number will be checked against the VIES database of the European Commission.
- If VAT-ID number is valid, then the VAT-amount of 21% will be automatically subtracted (Reverse charge mechanism of calculating VAT).
- If the VAT-ID number is not valid, the normal VAT rate of 21% will be applied.
- Each License shall be used only by one single person.
- Client is never permitted to set off invoice amounts at its own discretion.
- By using the Tool User agrees to only use it for its intended purposes, as stated in article 5.
- Client must secure access to his account using the username and password against third parties. In particular Client must keep the password strictly confidential.
- It is not permitted to use the Tool for any purpose that violates Dutch or other applicable law or regulation. This includes (among others) the storage or transmission of data using the service that is slanderous, libelous or racist.
- Should TestCompass discover that Client violates any of the above, or receive a complaint alleging the same, TestCompass will issue a warning. If the warning does not lead to an acceptable resolution, then TestCompass may intervene to end the violation. In urgent of serious cases TestCompass may intervene without warning.
- TestCompass is at all times entitled to file a criminal complaint for any offenses committed through or using the service.
8. Availability and maintenance
- TestCompass will make every reasonable effort to provide an interrupted operation of the Digital Service on a continuous basis.
- However, TestCompass reserves the right, without prior notification, to limit access to the Tool or temporary service suspensions for technical reasons, such as maintenance work, capacity matters, software updates, adjustments, and other occurrences that are beyond its control.
- In case maintenance is reasonably expected to negatively impact availability, TestCompass carry out such maintenance at times when use of the service is relatively low. Maintenance is announced in advance whenever possible. Emergency maintenance can take place at any time and without prior announcement.
- TestCompass may from time to time adapt the Tool. Your feedback and suggestions are welcome but ultimately TestCompass decides which adaptations to carry out or not.
9. Use of digital Service trough AWS
- The Digital Service will be provided through the Amazon Web Services (AWS).
- Via the Users computer, information is sent through an encrypted SSL/TLS connection to the Virtual Private Cloud (VPC) environment allocated to TestCompass.
- The VPC will access an AES-256 encrypted data storage when any data is within the storage is accessed via the Users computer.
- All constructed projects and test models are automatically saved within this data storage and encrypted, to only be available by a specific User when accessed by username and password.
- All servers allocated to TestCompass are located in the European Union Region.
- TestCompass will take reasonable measures to protect all Services against denial of service attacks and other hacker attacks from outside. Given the accessibility of the service via the internet it cannot be guaranteed however that these or similar fraudulent actions by third parties will never occur.
10. Free Trial Agreement
- Client can opt to choose a Free Trial for the period of 14 days after registration at TestCompass.
- TestCompass will provide the Digital Services without any remuneration for the duration of the trial period. Client can use the Tool without any functionality limit.
- After 14 days the Client will not be able to use the Tool unless the Client chooses to purchase the Tool.
- The License is purchased by a directly Client’s express request, and therefore it cannot be terminated prematurely.
- Termination of the License takes place at the end of the licensing period.
- Deletion of an account and/or in the Tool does not equal termination of the Agreement and does not enable a Client to claim any form of compensation.
- After this period the agreement is not silently renewed. Client has to purchase the Tool again.
- Before the License ends, Client will able to export the personal data, such as Projects and Models and other Test Data.
- Every contractual and extra-contractual liability (except liability resulting from intent or gross negligence) of TestCompass -if this should occur it’s directors or employees- and is limited to the amount stated on the invoice.
- If TestCompass is liable, then this liability is limited to what is arranged in this clause.
- If TestCompass should be liable, this liability is limited to TestCompass’s liability insurance.
- If an event occurs during the execution of Services for which TestCompass appears to be liable, no more will be paid than the maximum covered by the liability insurance of TestCompass.
- TestCompass can never be held liable for damage suffered by Client through any form of execution of activities that are not in accordance with the laws and regulations applicable in a specific geographical area. This also applies to damage caused by any form of conflict or complication from these laws and regulations.
- TestCompass is not liable for any form of damage suffered by Client, which is the result of a Client’s claim of liability due to personal (financial) damage. This clause also applies to any claim for liability towards TestCompass that takes place directly by Client.
- TestCompass is not liable for damage caused by the mall functioning of the Tool, for example in case of bad internet connection.
- TestCompass is only liable for direct damage.
- Direct damage is exclusively understood to mean the reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these Terms and Conditions, any reasonable costs incurred to compensate the faulty performance of TestCompass, to have the Agreement answered, insofar as these can be attributed to TestCompass and reasonable costs incurred to prevent or limit damage, insofar as Client demonstrates that these costs have led to limitation of direct damage as referred to in these Terms and Conditions.
- TestCompass is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
- Client indemnifies TestCompass against all claims from third parties, and will reimburse TestCompass for the costs it makes or will incur in connection with the defense against such third-party claims, which are related to or ensue from work performed by TestCompass under the Agreement(s) with Client.
- TestCompass is in no way liable for any form of guarantees given by third parties or TestCompass.
- TestCompass is not liable for any form of damage suffered by Client, any other (legal) person or third party as a result of freely placed content, in which any form of statements is made about Client, any other (legal) person or third party.
- The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of TestCompass.
13. Intellectual property
- TestCompass is the owner of every text, picture, video or other form of multimedia as displayed on the TestCompass website or Tool.
- None of these items may be copied or used without prior written permission of TestCompass, except and to the extent permitted by mandatory law.
- TestCompass is and always will remain intellectual owner of the source code used for construction and use of the Tool.
- Data the Client stores or processes using the Tool is and remains the property of the Client.
- Any kind of breach of TestCompass’s Copyright will result in a fine up to 5.000 euro’s or, if need be, legal action.
- If Client sends information to TestCompass, for example a bug report or suggestion for improvement, Client grants TestCompass a perpetual and unlimited license to use this information for the service. This does not apply to information Client has expressly mark as confidential.
- TestCompass shall refrain from accessing data stored or transferred by Client unless TestCompass is forced to do so by law or order of competent authority.
14. Change of Terms
- TestCompass may change or add to these Terms and Conditions.
- TestCompass may change the prices. Price changes do not affect previously purchased licenses.
- If Client purchases the Tool again, the new Terms and Condition and prices will apply.
- Client must report any kind of complaints or comments within a reasonable period, following the discovery of a faulty Service. The time limit for reporting is at least 14 days after the discovery of the faulty Service. In this case, the period starts to run from the moment Client discovers the defect or should have reasonably discovered it.
- Client should always give TestCompass the opportunity to fix the defect. A reasonable period for this is set between the parties for each defect. If a notification consists of several defects, an appropriate time limit for recovery shall be determined for each defect.
- Assessment whether any kind of compensation will be made to Client for the defect, is always on the side of TestCompass.
- Assessment of the form of work carried out to repair the defect is also always up to TestCompass.
17. Force of majority
- TestCompass is not liable for damage as a result of circumstances that were not foreseeable for TestCompass at the time of entering into the Agreement. Such circumstances include: malfunction of AWS servers, malfunction of AWS related services, lack of raw materials, factory failure of any kind, strike, exclusion or lack of workers, quarantine, epidemics, pandemics natural disasters, mobilization, martial law, state of war or war, traffic congestion at railways or lack of means of transport, traffic blocks, illness regardless of the reason or cause thereof or other unforeseen circumstances that were not known when the Agreement was entered into.
- TestCompass has the right to suspend or dissolve the fulfillment of the Agreement in the event of force majeure. TestCompass reserves the right to invoice the already executed part of the Agreement to Client. Invoicing will only take place if another form of compensation has been agreed than no cure, no pay.
- If TestCompass nevertheless carries out a temporarily suspended part of the Agreement at a later date, Client will owe the entire agreed consideration without any form of discount.
If and insofar as no grounds can be invoked on the basis of the reasonableness and fairness or the unreasonably onerous nature of any of the clauses of the Agreement and the Terms and Conditions, the relevant clause will in any case have a corresponding meaning with regard to content and scope, so that an appeal can be made.
If it is expressly or tacitly intended that clauses in these Terms and Conditions remain in effect, they will remain in effect after termination of the Agreement between the parties.
20. Conflicting clauses
If the Terms and Conditions and the Agreement contain conflicting provisions, the provisions as included in the Agreement concluded between the parties apply. This only applies if it contains an explicit Order Confirmation. In any other case, the provisions as included in these Terms and Conditions apply.
21. Not complying with the Terms & Conditions
If Client does not comply with the clauses of these Terms and Conditions, TestCompass has the right to refuse to perform further services for Client, as well as to remove, cancel or suspend any form of links and other matters related to Client.
22. Applicable law
Dutch law applies to all agreements between Client and TestCompass, as well as these Terms and Conditions.
23. Competent court
The District Court of Midden-Nederland, location Utrecht (chamber of civil affairs/canton) is competent to hear disputes. Nevertheless, TestCompass has the right to submit the dispute to a court that has jurisdiction according to the law.
24. Final Provision
In all cases not provided for by these Terms and Conditions, the Agreement will be interpreted in the light of these Terms and Conditions and within reason and fairness.
Do you have any questions regarding our Terms and Conditions? Please feel free to contact TestCompass via the details below!
Dutch trade register number: 80399606 [*1]
[*1] In Dutch referred to as: ‘Kamer van Koophandel’