Terms of Service.

These Terms of Service ("Terms") are entered into between Montford Orbis Limited ("Montford Orbis", "we", "us", or "our"), the publisher and operator of the CalBrix OS platform, and the individual or legal entity accessing or using the Service ("you", "your", or "Customer").

"CalBrix" or "Service"

the CalBrix OS calibration operations platform — including all software, documentation, application programming interfaces, and related services — made available by Montford Orbis at calbrixos.com and associated domains.

"Customer"

the legal entity or, where registering as an individual, the natural person that subscribes to or uses the Service.

"Order"

an online subscription, signed order form, purchase order, or other written agreement identifying the plan, term, fees, and scope of the subscription.

"Customer Data"

all data, information, and content entered into or generated within the Service by or on behalf of the Customer.

"Users"

employees, contractors, or other individuals whom the Customer authorises to access the Service on its behalf.

"Master Services Agreement" or "MSA"

a negotiated written agreement between Montford Orbis and an enterprise Customer. Where an MSA is in force, its terms prevail over these Terms to the extent of any conflict.

By creating an account, accessing, or using the Service you represent that (a) you have reached the age of legal majority in your jurisdiction; (b) where acting on behalf of an organisation, you have authority to bind that organisation to these Terms; and (c) your use of the Service will comply with all applicable laws, regulations, and third-party rights. If you do not agree to these Terms, you must not access or use the Service.

• You are responsible for the accuracy of the information you provide at registration and for keeping it current.
• You are responsible for the security and confidentiality of account credentials and for all activity occurring under User accounts within your workspace.
• You must notify us promptly of any unauthorised access, credential compromise, or breach of security related to the Service.
• We may suspend or terminate accounts that show signs of unauthorised access, abuse, or violation of these Terms.

Montford Orbis will provide the Service with commercially reasonable skill and care and will make the published documentation available at calbrixos.com. We may modify, enhance, or update the Service from time to time. We will not materially reduce the core functionality of the Service during an active paid subscription term without providing reasonable advance notice.

Nothing in these Terms obligates Montford Orbis to provide specific features, roadmap items, or forward-looking capabilities, except as expressly committed in a signed MSA or Order.

You agree not to, and not to permit any User or third party to, do any of the following:

• use the Service in violation of any applicable law, regulation, or third-party right (including intellectual-property, privacy, and export-control laws);
• access or attempt to access the Service by any means other than the interfaces provided by Montford Orbis;
• probe, scan, test the vulnerability of, or circumvent any security or access-control mechanism of the Service without prior written authorisation;
• reverse engineer, decompile, disassemble, or attempt to derive source code, object code, underlying ideas, algorithms, or trade secrets of the Service, except to the minimum extent permitted by mandatory applicable law;
• use the Service to build, train, or benchmark a competing product or service, or to replicate the Service’s features, functions, or graphical user interface;
• publish, for general public distribution, competitive benchmark studies or performance comparisons of the Service against other products without first disclosing the testing methodology to Montford Orbis. This restriction does not limit Customer’s right to (i) prepare internal evaluations, (ii) reference the Service in procurement documents or RFP responses, (iii) publish customer case studies or testimonials describing Customer’s own results, or (iv) make factual statements about the Service required by law;
• upload, submit, or transmit any content that is unlawful, defamatory, infringing, harmful, or that contains malicious code;
• interfere with, overload, or impair the operation of the Service, other Customers’ workspaces, or any network or infrastructure used to provide the Service;
• resell, sublicense, rent, lease, timeshare, or otherwise make the Service available to third parties except as expressly permitted in writing;
• remove, alter, or obscure any proprietary notice, branding, or attribution appearing in or on the Service.

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Montford Orbis a worldwide, non-exclusive, royalty-free licence, for the term of the subscription and for a reasonable wind-down period, to host, reproduce, display, transmit, process, and back up Customer Data solely as necessary to provide, secure, and support the Service and to perform our obligations under these Terms.

Customer is solely responsible for the legality, accuracy, and completeness of Customer Data, for obtaining all consents and authorisations required to process it, and for the intended use of all calibration and quality records produced through the Service.

Montford Orbis does not use Customer Data to train third-party artificial-intelligence models, does not sell Customer Data, and does not create derivative datasets that would be shared with unrelated Customers.

The Service, the Websites, and all associated software, designs, logos, trademarks, trade dress, documentation, and content are the exclusive property of Montford Orbis Limited and/or its licensors, and are protected by copyright, trademark, trade-secret, and other intellectual-property laws. No rights are granted to Customer under these Terms other than the limited right to access and use the Service in accordance with a valid subscription.

Feedback, suggestions, and ideas voluntarily provided to Montford Orbis regarding the Service ("Feedback") may be used by Montford Orbis without restriction, obligation of confidentiality, or compensation, provided that Montford Orbis does not identify Customer as the source without its consent.

• Paid plans are billed in accordance with the applicable Order. Unless otherwise stated, fees are invoiced and payable in advance of the billing period.
• When a payment method is first added, a small one-time account-activation fee of up to USD 0.10 (or local-currency equivalent) is charged to verify the card and is non-refundable.
• All fees are exclusive of applicable taxes, duties, and levies. Customer is responsible for all taxes other than taxes imposed on Montford Orbis’s net income.
• Fees are non-cancellable and non-refundable except as expressly stated in these Terms or required by applicable mandatory law.
• Montford Orbis may adjust list pricing from time to time on notice; price changes affecting existing subscriptions will apply from the next renewal term unless otherwise agreed in writing.
• Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and may result in suspension of the Service on reasonable notice.

• Subscriptions commence on the start date indicated in the Order and continue for the subscription term specified therein.
• Unless the applicable Order provides otherwise, subscriptions renew automatically for successive terms of equal length until terminated in accordance with these Terms.
• Either party may terminate a subscription for material breach by the other party that remains uncured thirty (30) days after written notice.
• Montford Orbis may suspend the Service, in whole or in part, with or without prior notice, where continued provision would, in our reasonable judgment, create a security risk, a material legal risk, or a risk of material harm to the Service or other Customers. We will restore access promptly once the risk has been remediated.
• Upon termination, Customer’s right to access the Service ceases. Customer may export Customer Data for a period of thirty (30) days after termination, after which Customer Data will be deleted in accordance with the Data Processing Agreement and the retention schedule at /privacy.
• Provisions which by their nature are intended to survive termination (including fees accrued, intellectual-property provisions, confidentiality, disclaimers, limitations of liability, indemnities, and governing law) shall survive.

Montford Orbis warrants that, during an active paid subscription, the Service will perform substantially in accordance with its published documentation. As Customer’s sole and exclusive remedy for a breach of this warranty, Montford Orbis will use commercially reasonable efforts to correct the non-conformance; failing correction within a reasonable period, Customer may terminate the non-conforming portion of the subscription and receive a pro-rata refund of pre-paid unused fees attributable to that portion.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MONTFORD ORBIS DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

CalBrix is a tool that supports — but does not itself certify — Customer compliance with standards such as ISO/IEC 17025, ISO 9001, IATF 16949, AS9100, or FDA 21 CFR Part 11. Accreditation, regulatory approvals, metrological validity, and the acceptability of records to any regulator, notified body, accreditation body, or auditor remain the sole responsibility of Customer.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR (A) CUSTOMER’S PAYMENT OBLIGATIONS, (B) CUSTOMER’S BREACH OF THE ACCEPTABLE-USE SECTION, AND (C) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO MONTFORD ORBIS UNDER THE APPLICABLE SUBSCRIPTION DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE. NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY FOR FRAUD, WILFUL MISCONDUCT, OR ANY LIABILITY THAT MAY NOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

Customer will defend, indemnify, and hold harmless Montford Orbis Limited and its officers, directors, employees, and contractors from and against any third-party claims, actions, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to (a) Customer Data, including allegations that Customer Data infringes the rights of a third party; (b) Customer’s or its Users’ use of the Service in breach of these Terms or applicable law; or (c) representations made by Customer to third parties regarding the accuracy, suitability, or regulatory status of records produced through the Service.

Montford Orbis will defend Customer against any third-party claim alleging that the unmodified Service, when used in accordance with these Terms, directly infringes the intellectual-property rights of a third party, and will pay amounts finally awarded against Customer by a court of competent jurisdiction or in settlement. This obligation does not apply to claims arising from Customer Data, Customer’s combinations of the Service with other products, or unauthorised modifications.

Each party may receive information of the other that is marked or would reasonably be understood to be confidential ("Confidential Information"). The receiving party shall (i) use Confidential Information solely to perform its obligations or exercise its rights under these Terms, and (ii) protect such information using no less than the care it uses for its own similar information, and in no event less than reasonable care. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, was lawfully known to the receiving party without restriction prior to disclosure, or is independently developed without reference to the disclosing party’s Confidential Information.

Neither party may use the other’s name, logos, or trademarks in any press release, public announcement, or marketing material without prior written consent, except that Montford Orbis may include the Customer’s name and logo in a list of customers on our Websites in a factual manner consistent with Customer’s brand guidelines. Customer may opt out of such listing by written notice to the privacy contact.

Montford Orbis Limited is incorporated in the Republic of Ghana. These Terms are governed by, and shall be construed in accordance with, the laws of the Republic of Ghana, without regard to conflict-of-laws principles. Where an Order or MSA specifies a different governing law or forum, that specification controls to the extent of any conflict.

The parties submit to the exclusive jurisdiction of the courts of the Republic of Ghana for any dispute arising out of or related to these Terms, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual-property rights or Confidential Information.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Neither party shall be liable for delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, acts of war or terrorism, civil disturbance, governmental action, labour disputes, failures of the public internet, telecommunications, or infrastructure operated by third parties.

The Service may be subject to export-control and economic-sanctions laws. Customer represents that it is not located in, and will not provide access to the Service to any individual located in, a country or territory subject to comprehensive trade sanctions, and that it is not a person with whom transactions are prohibited under such laws.

We may update these Terms from time to time. Material changes will be notified at least thirty (30) days before taking effect, by email to Customer’s registered contact or via a prominent notice within the Service. Continued use of the Service after the effective date of a change constitutes acceptance of the updated Terms. If a change is materially detrimental to Customer, Customer may terminate the affected subscription on written notice before the change takes effect and receive a pro-rata refund of any pre-paid unused fees for the remainder of the then-current term.

• Entire agreement — these Terms, together with any applicable Order, MSA, Data Processing Agreement, and documents expressly referenced herein, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous communications.
• Order of precedence — in case of conflict, the order of precedence is: (i) a signed MSA, (ii) the applicable Order, (iii) the Data Processing Agreement (/dpa), (iv) these Terms, (v) policies incorporated by reference.
• Assignment — Customer may not assign these Terms without Montford Orbis’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets, provided the successor is not a competitor of Montford Orbis.
• Severability — if any provision is held unenforceable, the remaining provisions remain in full force and effect and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.
• No waiver — failure to enforce any right or provision is not a waiver of that right or provision.
• Independent contractors — the parties are independent contractors; nothing in these Terms creates a partnership, joint venture, or agency relationship.
• No third-party beneficiaries — these Terms confer no rights on any person other than the parties.
• Notices — notices must be in writing and delivered to the email addresses on file or, where legally required, to the registered office of Montford Orbis Limited.