Terms and Conditions

1. General Provisions

These general terms and conditions (hereinafter “GTC”) govern the sale of proprietary software and IT services by CAQ Inc., 6400 S. Fiddlers Green Circle, Ste. 300, Greenwood Village, CO 80111 (hereinafter “CAQ“), an incorporated company based in Denver, to its customers in USA (hereinafter “Customer”).

The standard software products are developed by CAQ AG Factory Systems, In der Wester 5, 55494 Rheinboellen, Germany (hereinafter “Manufacturer”).

CAQ operates as an authorized reseller of the Manufacturer, where the Manufacturer remains the sole licensor, and intellectual property holder of the software.

By purchasing software or engaging IT services from CAQ, the Customer acknowledges and agrees to be bound by these GTC.

 

2. Acceptance of Purchase Orders

Notwithstanding any contrary language in Costumer’s purchase order, each purchase order shall be subject to acceptance by an authorized employee of CAQ and each purchase order upon acceptance (hereinafter “Contract”) shall be governed exclusively by these GTC, except if any specific terms have been expressly and mutually agreed by the parties and confirmed in writing by CAQ. Any additional or different terms proposed by the Costumer are automatically rejected unless expressly and specifically agreed to in writing by CAQ.

CAQ’s acceptance of a purchase order is expressly conditioned upon the Customer’s assent to the CAQ’s GTC contained herein.

 

3. Description of Services

Software Sales: CAQ distributes and sells standard software of the Manufacturer (hereinafter “Software”), which can be configured by the Customer within predefined parameters. CAQ does not develop or sell individualized or bespoke Software solutions.

AI feature: Additionally, CAQ offers an Artificial Intelligence (hereinafter “AI”) assistant feature that can be purchased independently by Customers who wish to integrate AI-driven functionalities into their Software experience. AI within the meaning of these GTC refers to any feature or functionality within CAQ’s Software that uses machine learning, natural language processing, or algorithmic decision-making to generate, assist, or automate user actions or outputs. This includes, but is not limited to, AI-driven suggestions, content generation, predictive analytics, or automated responses. The AI functionality is intended solely to support and enhance the user experience. It does not replace human judgment and is not a substitute for professional advice, assessment, or decision-making. Customer is responsible for verifying and evaluating any outputs or results generated by AI features. CAQ makes no guarantees regarding the accuracy, completeness, reliability, or suitability of AI-generated content for any specific use case.

IT Services: CAQ provides IT services, including but not limited to Software implementation, system configuration, and technical support exclusively for the Software acquired from CAQ (hereinafter “IT Service” or “Service”). These Services may also be booked and rendered for CAQ Software that has been sold through another authorized reseller than CAQ itself.

CAQ does not warrant that the Software or Services will be error-free, uninterrupted, or meet any particular purpose, except as explicitly confirmed in writing or required by applicable law.

Software-Manuals: The current user manuals and software documentation for the Software (the “Documentation”) are available to the customers. The Documentation may be updated by CAQ from time to time to reflect new features, enhancements, or corrections. The Documentation is incorporated into this Agreement by reference and forms part of CAQ’s obligations under this Agreement.

 

4. Payment Terms

  1. Payment is due in full within seven (7) calendar days from the date the invoice is received by the
  2. For Software products or Services offered on a subscription basis, including access to Software as a Service (hereinafter “SaaS”) or Software maintenance agreements (hereinafter “TSP”), the following payment terms apply:
    Annual subscriptions are billed in advance and are due in full upon the start of each subscription period, unless otherwise agreed in The invoice shall be issued at the beginning of the subscription term, and payment must be received within seven (7) calendar days from the date of receipt of the invoice. Failure to remit payment in a timely manner may result in suspension or termination of access to the subscribed services. Subscription fees are non-refundable, including in the event of early termination by the Customer, except as required by applicable law or expressly stated in a separate agreement.

 

5. Adjustment of Subscription Fees

CAQ may adjust the subscription fees (SaaS or TSP) at the end of each subscription term. If there is a change in the subscription fee, the Customer will be notified by email at least thirty (30) days before the new fees take effect.

Customer may cancel subscription at any time before the new fees are applied, by sending an email to CAQ at: info@caq-solutions.com.

Automatic Renewal Disclosure: For subscriptions that automatically renew, Customer acknowledges that the subscription will renew at the end of each term unless cancelled. Customer may cancel the subscription at any time before the renewal date by following the procedures specified in Section 5 or through the designated online portal. CAQ will provide an annual reminder of the automatic renewal terms at least thirty (30) days prior to renewal.

 

6. Taxes Charges

The Customer is responsible for any applicable sales, use, or similar taxes arising from the purchase of products or Services, unless a valid tax exemption or resale certificate is provided prior to purchase.

 

7. System Requirements

 

7.1.        Minimum Equipment

The Software will only perform as warranted if the customer’s IT infrastructure meets the minimum system requirements specified in: the applicable Software Manuals.

 

7.2.        Consequences of Non-Compliance

7.2.1.     Warranty Exclusion

The software is warranted to operate only on the environments in accordance with section 7.1.

Defects or performance issues arising from the use of hardware/software not explicitly approved by CAQ in writing are excluded from warranty coverage under section 8.

7.2.2.     Examples of Non-Compliant Use

  • Use with unauthorized virtualization platforms.
  • Operation on systems not listed in Appendix A.
  • Integration with third-party plugins not listed in Appendix A or not approved in writing by CAQ.

 

7.3.        IT System Environment

Every change to the IT System Environment of the Customer may affect the functionality of the Software. The Customer must review and evaluate anew if changes in its IT System may affect the functionality of the Software.

 

7.4.        Security Responsibilities

The Customer is solely responsible for:

  • Patching its operating systems and third-party software;
  • Implementing network security measures (e.g., intrusion detection);
  • Ensuring hardware meets current industry security standards (e.g., NIST SP 800-171).
  • The Customer is responsible for ensuring that an adequate backup routine is in place and that a data backup is performed prior to any update, in order to maintain data integrity and availability.
  • To prevent IT security vulnerabilities and cybercrime, it is recommended that Customers regularly inform themselves about available software updates and promptly install any updates for Software.
  • When performing a Software update, the Customer must conduct a renewed system analysis and configuration to ensure proper interface communication with their IT System.

 

8. Warranty and Disclaimer

 

8.1.        Definitions

A “Defect” means a reproducible failure of the Software to conform in all material respects to the specifications, characteristics, or performance requirements expressly set forth in the applicable Software Manual.  Minor deviations from the specifications, cosmetic imperfections, or issues that do not materially impair the core functionality, performance, or intended business use of the Software are not considered Defects. A Defect will not be deemed to exist where the non-conformance results from misuse, improper installation, unauthorized modifications, use outside the documented scope, or interaction with third-party systems or data not approved by CAQ.

“Non-Conformance” refers to a reproducible deviation from the specifications set forth in the Software Manual  Non-Conformance does not, by itself, entitle the Customer to any warranty remedies unless it qualifies as a Material Defect (defined below).

“Material Defect” means a  Non-Conformance that materially and adversely affects the Software’s ability to perform its core functions in accordance with the Software Manual, and for which no reasonable workaround is available. Minor deviations, cosmetic issues, performance variations that do not materially impact functionality, or issues arising from factors outside CAQ’s reasonable control do not constitute a Material Defect

“Generally Accepted Industry Standards” means those practices and procedures commonly and customarily used in the U.S. IT services sector for comparable software services, provided that such standards are applied in a commercially reasonable manner and may evolve over time.

 

8.2.        Warranty

CAQ warrants that, for a period of ninety (90) days from the date of delivery (“Warranty Period”), the Software will perform substantially in accordance with the accompanying documentation under normal use and service. This warranty does not apply to (a) defects resulting from misuse, improper installation, or unauthorized modifications or external causes beyond CAQ’s reasonable control, (b) use of the Software with hardware, software, or data not approved by CAQ, or (c) Software that has been altered, modified or serviced by anyone other than CAQ or the Manufacturer; The Customer must notify CAQ in writing of any alleged Defects within the Warranty Period. Notice shall be deemed timely if sent via email to E-Mail: info@caq-solutions.com within this period. The Customer acknowledges that the Software may contain inherent limitations, including the existence of minor bugs or the fact that security vulnerabilities cannot be completely eliminated.

CAQ’s sole obligation under this warranty is limited to, at its option:

  • Commercial reasonable efforts to correct material non-conformities
  • Refund of pro-rata license fees for the defective component

This Section 8.2 states the exclusive remedy for warranty claims and supersedes all prior performance representations.

All Services provided by CAQ shall conform to the specifications and performance requirements set forth in the respective Contract.

 

8.3.        Warranty Period and Notification

8.3.1.     Disclaimer of Warranties; LIMITED WARRANTY; NO IMPLIED TERMS

EXCEPT AS EXPLICITLY SET FORTH IN SECTION 8.2, THE SOFTWARE IS PROVIDED ‘AS IS’ WITHOUT WARRANTY OF ANY KIND. CAQ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO:

  • MERCHANTABILITY (UNDER UCC 2-314)
  • FITNESS FOR PARTICULAR PURPOSE (UCC 2-315)
  • NON-INFRINGEMENT
  • TITLE

This disclaimer applies even if any remedy fails of its essential purpose.

 

8.4.        Limitation of Remedies and Damage Exclusions

8.4.1.     Exclusive Remedy

CAQ’s sole obligation for breach of warranty shall be limited to, at its option:

  • Repair of non-conforming Software
  • Replacement with functionally equivalent Software
  • Refund of license fees paid for the affected Software during the twelve (12) months immediately preceding the claim

8.4.2.     Failure of Essential Purpose

The remedies set forth in Section 8.4.1 are intended to be the Customer’s sole and exclusive remedies, and shall apply even if such remedies are deemed to fail of their essential purpose.

8.4.3.    Liability Cap

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, CAQ’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES, OR EXPENSES ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO CAQ UNDER THE APPLICABLE ORDER FORM FOR THE SPECIFIC SERVICES GIVING RISE TO SUCH LIABILITY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST INCIDENT FROM WHICH THE LIABILITY AROSE.

8.4.4.     Exclusion of Certain Damages

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IN NO EVENT SHALL CAQ, ITS LICENSORS, AFFILIATES, PARENT COMPANIES, EMPLOYEES, AGENTS, DISTRIBUTORS, MARKETING PARTNERS, OR RESELLERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OR OTHER ECONOMIC ADVANTAGE; ANY COSTS OF SUBSTITUTE GOODS OR SERVICES; OR DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO, OR ALTERATION, DELETION, DESTRUCTION, LOSS, DISCLOSURE, OR UNAVAILABILITY OF DATA, INTERRUPTION OF SERVICE, OR BUSINESS INTERRUPTION—IN EACH CASE WHETHER ARISING UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE), EVEN IF HEXAGON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8.4.5.     Exceptions

THE LIMITATIONS AND EXCLUSIONS IN SECTIONS 8.4.3 AND 8.4.4 SHALL NOT APPLY TO:

(i) FRAUD OR FRAUDULENT MISREPRESENTATION;

(ii) DEATH OR PERSONAL INJURY CAUSED BY CAQ’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;

(jjj) UNDER THE COLORADO CONSUMER PROTECTION ACT; OR

(iv) ANY LIABILITY THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8.4.6.     Fundamental Basis of the Bargain

THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PROVISIONS OF SECTIONS  8.5.3 AND 8.5.4 ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HEXAGON AND CUSTOMER. CAQ WOULD NOT HAVE ENTERED INTO THE AGREEMENT OR PROVIDED ACCESS TO THE SERVICES WITHOUT SUCH LIMITATIONS OF LIABILITY.

 

8.5.        IT Services

CAQ shall perform IT Services in accordance with the specifications, standards, and requirements expressly set forth in this GTC and any referenced documentation. CAQ warrants that the Service will be performed with reasonable care, skill, and diligence in accordance with generally accepted industry standards for similar services.

A “Defect” shall mean a reproducible failure of the Service to conform in all material respects to the agreed specifications or failure to be performed with reasonable care and skill as described above, provided that such non-conformance is not caused by (i) misuse or unauthorized modification by the Customer, (ii) use of the Service outside the agreed scope or intended purpose, or (iii) circumstances beyond the CAQ’s reasonable control.

Unless expressly excluded in this GTC, CAQ further warrants that the Service will be fit for the ordinary purposes for which such services are used and, if a particular purpose has been communicated in writing by the Customer and accepted by CAQ, that the Service will be fit for such particular purpose.

In the event of a Defect, CAQ shall, at its option and expense, promptly re-perform or correct the Service. CAQ fails to remedy the Defect within a reasonable period, the Customer may, as its exclusive remedy, claim a reasonable amount of the agreed fee already paid (corresponding to the reduced value of the Service due to the defect) or, in the case of Material Defects, terminate the Contract.

CAQ’s obligations under this Section are expressly conditioned on (a) the Customer’s full and timely payment of all fees due, and (b) CAQ’s receipt of prompt written notice of the Defect, including sufficient detail to permit reproduction and analysis.

 

8.6.        Software Updates and Warranty Conditions

Mandatory Updates: The Customer’s entitlement to warranty remedies under Section 8.3 is expressly conditioned upon Customer’s installation of all free-of-charge updates (including security patches, feature enhancements, performance

improvements, and compatibility adjustments) made available by CAQ during the Warranty Period. For clarity: An “Update” means any modification, patch, or new version of the Software distributed by CAQ.

Updates are deemed mandatory unless explicitly designated as “optional” by CAQ in the update release notes.

Warranty Exclusions: Failure of Customer to install any update released during the Warranty Period shall void the warranty and disqualify the Customer from claiming remedies under this Agreement, even if the Software otherwise conforms to the specifications in the Software Manual.

“Critical Security Update” means any patch addressing vulnerabilities that (i) addresses a vulnerability for which an exploit has been publicly documented, or (ii) is required in order for the Software to comply with regulations expressly listed in the applicable Order Form.

“Technically feasible installation” means that the update can be implemented using the Customer’s existing IT staff resources without third-party consulting fees.

 

8.7.        Suspension of Warranty for Payment Default

  1. If Customer fails to pay any undisputed amount within seven (7) days after its due date, CAQ may, upon providing written notice to Customer specifying the overdue amount, a ten (10) day cure period, and CAQ’s intent to suspend performance if payment is not received, suspend performance of all obligations under this GTC until full payment is received.
  2. This right to suspend performance shall apply only to material payment defaults, defined as an overdue amount exceeding five percent (5%) of the total fees payable under this GTC, and shall be exercised reasonably and proportionally to the extent of the default. Suspension of performance shall not affect Customer’s obligation to pay any accrued and outstanding charges.
  3. CAQ will provide prior written notice of suspension via email and registered mail. Upon receipt of full payment of all outstanding undisputed amounts, CAQ will promptly, and in any event within five (5) business days, resume performance of its obligations under this Agreement. Notwithstanding the foregoing, CAQ shall not withhold the provision of critical security updates during any period of suspension.

 

9. Disclaimer and Limitation of Liability for AI Use

The use of AI features is at the Customer’s own risk. The Customer acknowledges that any decisions or actions taken based on AI-generated outputs are made solely at their own risk. CAQ does not guarantee the accuracy, reliability, or suitability of AI-generated outputs for any specific purpose.

CAQ shall not be liable for any direct, indirect, incidental, or consequential damages arising from or related to Customer’s use of AI-generated content or decisions based on such content. This includes but is not limited to data errors, operational decisions, regulatory compliance, or business losses.

CAQ does not warrant that the AI features will function without interruption or be free from errors, omissions, or bias. All AI functionalities are provided “as is” and “as available”.

 

10. Customer Obligations

  1. The Customer must ensure that their IT infrastructure meets the minimum system requirements specified by CAQ for the Software purchased. Use of the Software on non-compliant infrastructure voids all warranties under Section 6.
  2. The Customer is responsible for regular data backups and implementing appropriate measures to mitigate data loss.
  3. The Customer must adhere to all applicable laws and regulations when utilizing CAQ Software and Services. Use of the Software in violation of applicable laws voids all warranties and support obligations.
  4. Customers who subscribe to the CAQ newsletter will receive notifications regarding new software releases and improvements. CAQ will notify all Customers of updates and critical security updates via email to the address provided during purchase.

 

11. License Conditions

CAQ acts exclusively as an authorized reseller of the Manufacturer. All proprietary rights in the software products and related information, including but not limited to intellectual property rights, remain solely with Manufacturer. The Customer is granted a non-exclusive, non-transferable right to install and use the Software strictly in accordance with the license terms set forth in the Manufacturer’s End User License Agreement. Unless expressly stated otherwise in the applicable Order Form, the license shall remain in effect only for the duration of the Customer’s valid subscription term.

By installing, accessing, or using the Software (including making payment, if applicable), the Customer confirms acceptance of the Manufacturer’s EULA and acknowledges the rights of both the Manufacturer and CAQ as described therein. CAQ makes no representation or warranty with respect to the Manufacturer’s EULA and shall have no liability for any obligations or restrictions arising therefrom.

Any non-compete or non-solicitation restrictions contained in the Manufacturer’s EULA shall be enforceable only to the extent permitted by Colorado law, including but not limited to C.R.S. § 8-2-113, and only if all statutory requirements (such as compensation thresholds and advance notice) are satisfied.

 

12. SaaS Services

Scope of SaaS Services: CAQ offers certain software solutions as a Software-as-a-Service (hereinafter: “SaaS”), which allows Customers to access and use the software remotely via the internet without requiring local installation.

Subscription and Payment: SaaS Services are provided on a subscription basis, with fees payable in advance for the selected subscription period. Failure to pay may result in suspension or termination of access.

Availability and Service Level Agreements (hereinafter: “SLA”): CAQ will use commercially reasonable efforts to maintain high availability of its SaaS solutions. However, occasional downtimes due to maintenance, security updates, or unforeseen circumstances beyond CAQ’s reasonable control may occur. CAQ does not guarantee uninterrupted Service availability unless explicitly stated in a separate SLA.

Data Security and Compliance: CAQ implements industry-standard security measures to protect Customer data stored in the SaaS environment. However, Customers remains solely responsible for ensuring compliance with applicable data protection, privacy and regulatory laws when using SaaS Services.

Termination of SaaS Services: Customers may terminate their SaaS subscription at the end of the current billing period unless otherwise specified in an applicable Order Form. CAQ reserves the right to terminate or suspend access to SaaS Services for non-payment, breach of this Agreement or violation of applicable laws.

Limited Liability for SaaS: CAQ is not liable for any data loss, service interruptions, or unauthorized access caused by external factors beyond its reasonable control, including without limitation, cyberattacks, force majeure events, or failures of third-party systems or services.

 

13. Governing Law and Jurisdiction

These GTC shall be governed by and construed in accordance with the laws of the State of Colorado, USA, without regard to its conflict-of-law rules, and excluding the UN Convention on Contracts for the International Sales of Goods. These Terms apply exclusively to Customers within the United States. International Customers are not covered under these Terms and must enter into separate agreements with CAQ, if applicable.

Any dispute, claim, or controversy arising out of or relating to these GTC shall be subject to the exclusive jurisdiction of the state and federal courts located in Denver, Colorado, USA, and each party irrevocably consents to such jurisdiction and venue.

Notwithstanding Section 13, if any provision of these GTC is determined to be invalid or unenforceable under Colorado law, that provision shall be automatically revised to the minimum extent necessary to comply with applicable statutes, while preserving the parties’ original intent. This includes, without limitation, provisions on non-competition (C.R.S. § 8-2-113), auto-renewals (C.R.S. § 6-1-105.5), and warranty disclaimers (UCC § 2-316).

 

14. Miscellaneous

If any provision of these GTC is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

CAQ reserves the right to amend these GTC from time to time at its sole discretion. Customers will be notified of material changes, and continued use of the Software or Services after such notice will constitute acceptance of the amended terms.

 

For inquiries, please contact:

CAQ Inc.
6400 S Fiddlers Green Circle, Suite 300
Greenwood Village, CO 80111, USA

E-mail: info@caq-solutions.com

Effective Date: November 2025