Additional Terms and Conditions

Article 1 - Definitions

In these Autoenhance Additional Terms & Conditions the terms listed below, written with an initial capital, have the following meaning:

1. Account: a personal section that contains a unique set of data linked to one (1) Customer and one (1) User.  An Account is created by Customer and managed by Customer and/or User.
2. Additional Terms: these Autoenhance Additional Terms & Conditions.
3. Agreement: the agreement (of which these Additional Terms form part of) between Autoenhance and the Customer for access to and use of the Service via an Account.
4. Autoenhance: Autoenhance.ai Limited, the provider of the Service.
5. Bug: a technical defect in the Service which does not materially inhibit the use thereof – given the nature and purpose of the Service -, at the sole discretion of Autoenhance.
6. Credit(s): the right to enhance one or more Images using the Software.
7. Customer: - either a natural person or a legal entity – who entered into an Agreement regarding the Services and opened the Accounts, and who is responsible for all activities that occur under these Accounts. A Customer may provide access to the Service to Users via these Accounts.
8. Dashboard: Autoenhance’s secured web environment, which is subject to these Terms & Conditions.
9. Effective Date: the date as of which the Agreement is effective, as set forth in the Agreement.
10. Error: a technical defect in the Service which materially inhibits the use of the Service – given the nature and purpose of the Service -, at the sole discretion of Autoenhance.
11. Intellectual Property Rights: all world-wide intellectual property rights, whether registered or not, such as patents, copyrights, trademarks, designs, models, know-how and all proprietary and/or commercial rights, trade secret rights, tools, documentation, internet domain names, etc.
12. Output Image: A digital image file consisting of a combination of Source Material and any other material, and which is generated through use of the Service by User.
13. Overage: usage of the Software for image enhancements above the level specified in the Customer’s Subscription.
14. Privacy Policy: The document containing Autoenhance’s Privacy and GDPR policy.
15. Server(s): the computer(s) that runs parts of the Software and on which data are saved.
16. Service(s): the service that Autoenhance provides to Customer and Users by means of the Software and the Dashboard.
17. Software: the software as specified in writing by Autoenhance as part of the Agreement.
18. Source Material: digital image or text file which the Users have uploaded to the Servers using the Service.
19. Subscription: the elements comprising the Services and the connected prices and fees, as agreed upon in the Agreement or amended by Customer via the Dashboard.
20. Terms: the Autoenhance General Terms & Conditions.
21. Terms of Use: the terms and conditions governing the use by Users of the Software and the Dashboard.
22. User: a natural person authorized by Customer to make use of the Software and/or the Dashboard.

Article 2 - Applicability

1. These Additional Terms form part of all Agreements and govern any use made of the Service by the Customer.
2. Autoenhance may at any time amend or supplement these Additional Terms, upon thirty (30) days written notice by e-mail. If Customer continues the use of the Accounts after receiving the aforementioned notice, Customer thereby irrevocably accepts those amended Additional Terms. If Customer does not accept the amended Additional Terms, Customer must stop using the Service and close the Accounts.

Article 3 - Right and restriction of use

1. White Labeling & Resale: The Software Services provided by Autoenhance proprietary intellectual property. While the Customer may integrate the Services within their own offerings, Autoenhance reserves the right to evaluate such integrations on a case-by-case basis and to discontinue offering the services. Reasons for discontinuation may include, but are not limited to, instances where the services are used in ways that deviate from their intended purpose, or where the Customer presents itself as Autoenhance or as an official representative of Autoenhance, or in any manner that could harm our brand or violate our Agreement. All integrations and usages are subject to our ongoing review and approval.
2. Breach of Clause: Any breach of this clause shall constitute a material breach of this Agreement, entitling Autoenhance.ai to, without limitation, immediate termination of this Agreement and all associated services, and to seek all available legal remedies, including injunctive relief and damages."
3. Customer can amend the Subscription through the Dashboard, which may also amend the elements and specifications of the Agreement and the Services. Any amendments correctly made by Customer will become effective on the day the change is made or the date on which the amendments were processed by Autoenhance, if later.

Article 4 - Prices and payment

1. By subscribing for the Services on the Dashboard, the Customer agrees to pay Autoenhance a base monthly fee associated with Customer’s Subscription plus fees incurred from Overage outside the allotted usage as specified in Customer’s Subscription. One-off, monthly or annual fees in advance and Overage fees are collected in arrears. Fees will be invoiced starting from the day Customer subscribes for the Services. Autoenhance.ai reserves the right to change the payment terms and fees upon thirty (30) days’ prior written notice to you.
2. Automatic Renewal: Unless the Customer notifies Autoenhance before the end of their Subscription, the Subscription will automatically renew and Autoenhance is authorised to collect the then-applicable annual or monthly subscription fee for such Plan (as well as any taxes) using any credit card or other payment mechanism on record. Plans can be cancelled at any time in the Account section of your site’s dashboard. Fees are not refundable under any circumstances.
3. Customers may cancel or downgrade Subscriptions at any time through the Dashboard and this takes effect from the latter of the end of the end of any Subscription term to which you have committed and the date your notice is served. Cancelled or downgraded Subscriptions will automatically be adjusted—beginning with the next billing cycle—to include only the features associated with the new plan.
4. Upon cancellation of your Autoenhance account, whether initiated by you or by Autoenhance for whatever reason, you are obligated to immediately pay any outstanding sums owed to Autoenhance. Furthermore, any remaining unused Credits associated with your account will be forfeited and are non-refundable. Autoenhance is not liable for any loss of value resulting from the forfeiture of unused Credits upon account cancellation.
5. Subscriptions include a number of Credits which is the number of enhanced images that can be downloaded. If the Subscription allows Credits to be carried forward, these can be used during the billing cycle they are issued or be set off against Overage in the following 30 days. If a credit is not used within this timeframe, it will expire and will not roll over further.
6. Fair Usage Policy: The Services allow Customers to upload and process images without charge so Customers can preview enhanced images before selecting those they wish to download. This processing has a cost to Autoenhance.ai and is therefore subject to this Fair Usage Policy to avoid generating excessive traffic or data processing costs. Autoenhance will monitor Customer behavior and where Autoenhance believes that this generates excessive traffic, data usage or low resolution downloads without corresponding use of Credits Autoenhance will take any action deemed necessary. This may include (but is not limited to) warning the Customer about the violation; and / or suspending or terminating the Service; and / or charging the Customer for excessive usage.
7. Failure to pay the applicable fees may result in the suspension of Service until the outstanding balance is paid.

Article 5 - Miscellaneous

1. If any provision of these Additional Terms, the Agreement or any other agreement between the parties, is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original meaning of the terms or agreement in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions shall remain in full force and effect.
2. Autoenhance will not be liable for any delay in performing or failure to perform any of its obligations under these Additional Terms or the Agreement caused by events beyond its reasonable control. Autoenhance will notify Customer in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.
3. Customer is not permitted to assign, delegate or otherwise transfer the Agreement or any rights hereunder. Any such attempted assignment, delegation or transfer will be null and void. Autoenhance is permitted at its sole discretion to assign the Agreement or any rights or obligations hereunder to any third party, without giving prior notice.
4. The Agreement, the Terms, these Additional Terms, the Terms of Use and the Privacy Policy contain the entire agreement between Autoenhance and Customer regarding Customer’s purchase and use of the Services, and supersedes and replaces any previous communications, representations or agreements, or Customer’s additional or inconsistent terms, whether oral or written.
5. The failure to exercise, or delay in exercising, a right, power or remedy provided by the Agreement, the Terms, these Additional Terms, the Terms of Use, or by law shall not constitute a waiver of that right, power or remedy.  If Autoenhance waives a breach of any provision of the Terms, these Additional Terms, the Agreement, or the Terms of Use, this shall not operate as a waiver of a subsequent breach or that provision or as a waiver of a breach of any other provision.
6. Any agreement between the parties is for the sole benefit of the parties thereto and, except as otherwise contemplated therein, nothing therein expressed or implied shall give or be construed to give any person, other than the parties thereto, any legal or equitable rights thereunder.
7. Nothing contained in any agreement between the parties shall be read or construed so as to constitute the relationship of principal and agent or of partnership between the parties. Neither of the parties may pledge or purport to pledge the credit of the other party or make or purport to make any representations, warranties, or undertakings for the other party.
8. Unless stated otherwise in writing, any and all agreements between the parties shall be governed by and construed in accordance with the laws of England & Wales.  All disputes and controversies arising out of or relating to these Additional Terms or the relationship of the parties shall be finally and bindingly resolved in the courts of England & Wales. The language of the arbitration shall be English. Any award, verdict or settlement issued may be entered by any party for order of enforcement by any court of competent jurisdiction. ANY CAUSE OF ACTION AGAINST AUTOENHANCE, REGARDLESS WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

‍