General terms and conditions
These terms may be updated periodically to reflect changes in our practices, legal requirements, or market conditions. The Client will be notified of any material changes to the terms at least 30 days in advance of their effective date. By continuing to use our products/services after the effective date of any updates, the client agrees to be bound by the revised terms. It is the client’s responsibility to review the terms regularly to stay informed of any modifications.
If the client does not agree to the updated terms, they may terminate the contract in accordance with its provisions prior to the effective date of the changes.
Proposals and SOW
Our proposal are valid for 30 days from its issuance. If it is not accepted by the client within such period, it becomes null and void.
Professional Services Agreement
BETWEEN:
A. Vumetric Solutions Inc. (“VUMETRIC”) and Its Customers (“the Customer”)
Recitals
B. VUMETRIC, an Affiliate of TELUS Communications Inc., provides various cybersecurity
assessment and penetration testing services to businesses in Canada.
C. The Customer wishes to acquire certain consulting and professional services from VUMETRIC,
an Affiliate of TELUS Communications Inc.,.
D. Therefore, the parties agree as follows.
Article 1 : Interpretation
Definitions
1.1 In this Agreement:
(a) “Affiliate” means any entity controlling, controlled by or under common control with a
party, where “control” means the ownership of at least 50% of the equity or beneficial
interest of the party or that entity or the right to vote for or appoint a majority of the board
of directors or other governing body of the party or that entity,
(b) “Agreement” means the documents described in section 1.3,
(c) “Business Day” means Monday through Friday, excluding federal and provincial statutory
holidays observed by VUMETRIC,
(d) “Confidential Information” has the meaning in section 8.1,
(e) “Customer Property” means the equipment, computer systems, software, data, and
material that the Customer is required or responsible to provide to VUMETRIC in order for
VUMETRIC to perform the Services,
(f) “Deliverables” means the material and other tangible or intangible property, such as
documentation or software, described in a Statement of Work and produced for and
submitted to the Customer by VUMETRIC pursuant to the Statement of Work,
(g) “including” and “includes” mean “including without limitation” and “includes without and
limitation” respectively,
(h) “Representatives” of a party means the directors, officers, employees, subcontractors
and agents of a party and employees of an Affiliate of that party,
(i) “Services” means the cybersecurity assessment and penetration testing services that
VUMETRIC agrees to provide to the Customer and that are described in a Statement of
Work, and includes the production of any Deliverables described in the Statement of
Work,
(j) “Statement of Work” means a statement of work that forms part of this Agreement,
(k) “VUMETRIC Property” means the equipment, software, platforms, systems, processes,
designs, information, concepts, know-how, documentation, material, and all other tangible
and intangible property used by VUMETRIC to perform the Services or developed by
VUMETRIC in the course of performing the Services, and may include property owned by
VUMETRIC’s suppliers and licensors, but does not include any Customer Property, and
(l) “Term” means the period of time during which this Agreement is in effect, as set out in Article 2.
Other capitalized words are defined elsewhere in this Agreement.
Headings
1.1 The headings in this Agreement do not affect the interpretation of any provision of this Agreement.
Composition of Agreement
1.1 This Agreement consists of:
(a) the main body, being this document titled “Professional Services Agreement”, and
(b) all Statements of Work attached to the main body when the Agreement is signed, and all
Statements of Work that are added, in accordance with the provisions of section 3.5, after
the Agreement is signed.
Precedence
1.1 In the event of a conflict, the terms of the main body of this Agreement take precedence over the
terms of any Statement of Work, unless a Statement of Work expressly states that its terms take
precedence over the terms of the main body of this Agreement.
Article 2 : Term
Term
2.1 This Agreement is effective when signed by both the Customer and VUMETRIC, and remains in
effect for as long as any Statement of Work remains in effect, unless terminated earlier or extended.
2.2 A Statement of Work remains in effect until the end of the warranty period, if any, that applies to
the Services and any Deliverables in that Statement of Work. If a warranty period does not apply to the
Services or any Deliverables, the Statement of Work remains in effect until all of the Services and the
Deliverables have been completed.
Article 3 : The Services
Performance of Services
3.1 VUMETRIC agrees to perform the Services for the Customer.
Statements of Work
3.1 Each Statement of Work will include:
(a) a detailed description of the Services and any Deliverables,
(b) VUMETRIC’s charges for the Services,
(c) the location at which the Services will be performed,
(d) the Customer Property, if any, that the Customer is required or responsible to provide to
VUMETRIC in order for VUMETRIC to perform the Services in the Statement of Work,
and
(e) the Customer name and the VUMETRIC Contract ID number on this Agreement.
3.2 A Statement of Work may include other information and terms and conditions that apply to the
Services in that Statement of Work. The terms and conditions in a Statement of Work do not apply to the
Services in any other Statement of Work.
3.3 The initial Statement of Work will be prepared in draft form by VUMETRIC, and when the draft
statement of work has been agreed to by the parties in writing, it will become a Statement of Work
forming part of this Agreement.
New Services
3.1 The Customer may request new or additional professional and consulting services from
VUMETRIC or from TELUS from time to time during the Term. The new or additional services will be
described, together with the applicable items described in section 3.2, in a draft statement of work
prepared by VUMETRIC or TELUS, as applicable. When the draft statement of work has been agreed to
by the parties in writing, it will become a Statement of Work forming part of this Agreement. When any
services are rendered by TELUS pursuant to this Agreement, the term “Services” as used in this
Agreement shall include the professional and consulting services rendered by TELUS, and the terms
“VUMETRIC” and “parties” shall include TELUS, as applicable.
Changes
3.1 Any change to the Services in any Statement of Work requested by either the Customer or
VUMETRIC must be submitted in writing to, and agreed to in writing by, the other party before the change
is effective and binding on the parties.
Completion
3.1 When the Services and Deliverables are complete, VUMETRIC shall notify the Customer and
deliver the Deliverables, if any, to the Customer.
Personnel
3.1 VUMETRIC has the right to determine the Representatives it assigns to perform the Services.
3.2 During the Term and for a period of 12 months after the Term ends or the Agreement is
terminated, the Customer shall not, without VUMETRIC’s prior written consent:
(a) hire as an employee,
(b) engage as a contractor, or
(c) solicit, for the purpose of hiring as an employee or engaging as a contractor,
any VUMETRIC Representative performing any Services. This provision does not restrict the Customer
from hiring or engaging as a contractor any VUMETRIC Representative who responds to the Customer’s
advertising or notices for employment published to the general public.
Customer Premises
3.1 The Customer shall provide VUMETRIC with access to the Customer’s premises and work sites
as is reasonably necessary in order for VUMETRIC to perform the Services. VUMETRIC shall comply
with the Customer’s reasonable security and safety requirements that may apply at those premises and
work sites, provided that a copy of the requirements are included in or attached to the Statement of Work.
3.2 The Customer shall provide at its cost the work space, storage space, and electrical and
telecommunications connections or facilities at the Customer’s premises and work sites as may be
specified in a Statement of Work, or that are requested by VUMETRIC and are reasonably necessary in
order for VUMETRIC to perform the Services.
Customer Responsibilities
3.1 The Customer shall:
(a) provide VUMETRIC with access to and use of the Customer Property specified in a
Statement of Work,
(b) comply with VUMETRIC’s reasonable instructions and provide VUMETRIC with the
support and assistance that is reasonably necessary in order for VUMETRIC to perform
the Services, and
(c) comply with any other responsibilities of the Customer described in a Statement of Work,
in accordance with any project schedule or time frame specified in the Statement of Work.
Article 4 : Charges, Payment and Billing
Charges and Expenses
4.1 Unless otherwise stated in a Statement of Work, VUMETRIC shall charge the Customer for all
Services performed at the rates set out in the Statement of Work.
4.2 VUMETRIC will charge the Customer for all reasonable and necessary travel and other expenses
incurred by VUMETRIC in performing the Services and approved in advance by the Customer in writing.
VUMETRIC shall only charge the Customer for the actual amount of any such expenses, and except for
government charges and applicable taxes shall not add any profit or additional amount to the expense
charges.
Billing and Payment
4.1 Unless a different billing schedule is specified in the Statement of Work, following the completion
of all Services and Deliverables in a Statement of Work, VUMETRIC will bill the Customer for, and the
Customer shall pay:
(a) all charges for the Services and the Deliverables,
(b) all charges for expenses incurred by VUMETRIC, and
(c) all government charges and applicable taxes relating to the Services and Deliverables.
4.2 The billed amount is payable in full, without deduction or set off, by the due date shown on the
bill. The Customer shall pay a late payment charge of 2% per month (compounded to 26.82% per year)
(the “LPC”), calculated from the billing date, on any amounts not received by VUMETRIC by the due date
shown on the bill. VUMETRIC may change the late payment charge at any time by giving at least 30
days’ advance notice to the Customer.
4.3 The Customer may, in good faith, dispute the number of hours for which charges are billed, a
charge that is different from or inconsistent with the Statement of Work, or the calculation of late payment
charges or applicable taxes, provided that the Customer notifies VUMETRIC within 30 calendar days from
receipt of the applicable bill, and provided that the Customer pays all amounts owing to VUMETRIC in full
when required under this Agreement, including any disputed amounts. VUMETRIC and the Customer
shall make all reasonable efforts to resolve the dispute within 30 calendar days after the Customer gives
notice of the dispute to VUMETRIC before commencing mediation and arbitration proceedings. If the
dispute is resolved in favour of the Customer, VUMETRIC shall pay the Customer the LPC, calculated
from the date of payment by the Customer.
Article 5 : Property Rights
Customer and VUMETRIC Rights
5.1 This Agreement does not grant to the Customer any ownership, intellectual property, or other
rights or licenses in or to any VUMETRIC Property, which remain at all times with VUMETRIC and its
licensors and suppliers, and does not grant to VUMETRIC any ownership, intellectual property, or other
rights or licenses in or to any property of the Customer, except as stated in this Agreement.
Deliverables
5.1 Upon payment of the charges for a Deliverable and all Services performed to produce the
Deliverable, VUMETRIC grants to the Customer, for the Customer’s internal use only, a perpetual,
non-exclusive, non-transferable, royalty-free license to use the Deliverable, including any VUMETRIC
Property that may be embedded in the Deliverable. VUMETRIC will retain ownership of the Deliverable
and all intellectual property rights in the Deliverable. Customer acknowledges that it may be required to
accept, through electronic or other means, terms of use of the platform used by VUMETRIC to render the
Services, and that acceptance by any of its Representatives shall mean acceptance by VUMETRIC.
5.2 VUMETRIC hereby grants to the Customer, for the Customer’s internal use only, a perpetual,
non-exclusive, non-transferable, royalty-free license to use, copy and modify any VUMETRIC Property
that may be embedded in the Deliverable.
Return of Property
5.1 Upon completion of the Services in a Statement of Work, VUMETRIC shall promptly return any
Customer Property in its possession or control to the Customer, and the Customer shall promptly return to
VUMETRIC any VUMETRIC Property in its possession or control, other than any VUMETRIC Property
embedded in the Deliverables.
Article 6 : Warranties, Exclusions, and Limits on Liability
VUMETRIC Warranty
6.1 VUMETRIC warrants that:
(a) it will perform the Services using qualified personnel and in a professional manner, and
(b) upon completion of the Services in a Statement of Work and delivery of the Deliverables,
the Services and Deliverables will substantially conform to the specifications in the
Statement of Work.
6.2 If the Customer notifies VUMETRIC, within five Business Days following either receipt of the
notice of completion of the Services in a Statement of Work or delivery of the Deliverables to the
Customer, whichever is later, that any Services in the Statement of Work or the Deliverables do not
substantially comply with the warranties in section 6.1, VUMETRIC shall make reasonable efforts to
perform the Services again to the extent required to correct the non-compliance, provided that the
non-compliance was not caused or contributed to by the Customer. VUMETRIC will not be liable for any
damages or other amounts arising from its performance of the Services or relating to any failure of the
Services or the Deliverables to conform to the specifications in the Statement of Work, and this section
states VUMETRIC’s only obligation and entire liability, and the Customer’s only remedy, for any
VUMETRIC breach of or failure to comply with the warranties in this Agreement.
Exclusions
6.1 VUMETRIC is not responsible for, and is not liable for any damages or other amounts arising
from or related to, any delays in the performance of the Services, or any failure to meet any date or dates
in a Statement of Work, including any project date, start date, completion date, milestone date, or delivery
date, whether or not any such date is described as a “proposed” or “estimated“ date in a Statement of
Work.
6.2 Except for the warranties expressly stated in this Article, warranties, representations, and
conditions do not apply to the Services and are excluded, to the extent permitted by law.
Customer Warranty
6.1 If a Statement of Work requires the Customer to provide VUMETRIC with access to and use of
any Customer Property, the Customer warrants that it has the right to provide VUMETRIC with the use of
the Customer Property for the purpose of performing the Services.
Limitation of Liability
6.1 Neither party or its Affiliates will be liable to the other party for loss of profits or business, failure to
realize expected savings, loss of or damage to data, loss of good will or reputation, or any consequential
or indirect damages, arising from or relating to the Services, the Deliverables, or this Agreement. This
exclusion applies even if the party could reasonably foresee or has been advised of the possibility of such
losses, failure, or damages.
6.2 VUMETRIC’s entire liability to the Customer arising from or relating to:
(a) a Statement of Work and the Services or Deliverables that are the subject of the
Statement of Work is limited to an amount equal to the total charges paid by the
Customer for the Services and Deliverables performed and provided under that
Statement of Work, and
(b) this Agreement and all of the Services and Deliverables is limited to an amount equal to
the total charges paid by the Customer for all of the Services and Deliverables performed
and provided under this Agreement.
These limits on liability apply to all claims in aggregate made against VUMETRIC and its Affiliates arising
from or relating to this Agreement, the Services, or the Deliverables.
These exclusions and limits on liability apply whether the claims are made in contract, tort (including
negligence), statute, or otherwise.
Article 7 : Termination
Customer’s Right to Terminate the Services
7.1 The Customer may, for any reason, terminate some or all of the Services in a Statement of Work
at any time before the Services are completed, or may terminate this Agreement and all of the Services at
any time before the end of the Term, by giving at least 30 days’ advance notice to VUMETRIC. The
termination notice must specify the Services that are being terminated, or whether this Agreement and all
of the Services are being terminated.
7.2 In addition to the Customer’s rights above, either VUMETRIC or the Customer may terminate this
Agreement and all of the Services before the end of the Term by giving notice to the other if the other:
(a) is in material default of any provision of this Agreement, and does not remedy that default
within 30 days after receiving notice of the material default, or
(b) has a receiver or trustee in bankruptcy appointed for it or is the subject of bankruptcy,
receivership, or liquidation proceedings that continue for 30 days, makes an assignment
or takes other action for the benefit of its creditors, or is wound up or dissolved.
Effect of Termination
7.1 At the end of the Term, or upon termination if any Services are terminated or the Agreement is
terminated before the end of the Term, the Customer shall pay all unpaid charges for Services performed
and expenses incurred by VUMETRIC up to end of the Term or to the termination date.
7.2 If any Services in a Statement of Work are terminated or the Agreement is terminated by either
the Customer or VUMETRIC before the completion of the Services, the Customer shall pay the
termination charges specified in the Statement of Work as liquidated damages for the early termination of
the Services or the Agreement, unless the termination is by the Customer under section 7.2.
Article 8 : Confidentiality
Confidential Information
8.1 In this Agreement, “Confidential Information” means any data or information, tangible or
intangible, disclosed or made available by one party to the other in relation to the Services, the
Deliverables, or this Agreement, that is of value to the disclosing party and is not generally known in the
industry or to competitors of the disclosing party. Confidential Information includes:
(a) information identified as confidential at the time of disclosure, and
(b) all other information that would be understood by the parties, exercising reasonable
business judgment, to be confidential.
Confidential Information does not include information that:
(c) is or becomes available in the public domain through no act of the receiving party,
(d) is received by the receiving party from another person who has no obligation of
confidence to the disclosing party, or
(e) was developed independently by the receiving party without any reliance on the other
party’s Confidential Information.
8.2 If either VUMETRIC or the Customer discloses its Confidential Information to the other, the
receiving party shall:
(a) use or copy such Confidential Information only for the purpose of exercising its rights and
performing its obligations under this Agreement (the “Purpose”),
(b) take all reasonable precautions, and in any event not less than those precautions used to
protect its own Confidential Information, to keep the Confidential Information in the
strictest confidence and to protect it from disclosure,
(c) restrict disclosure of the Confidential Information to its Representatives who need to know
such information for the Purpose and who have been informed of the confidentiality
obligations in this Agreement, and
(d) promptly delete, destroy or return to the disclosing party all tangible material containing
any Confidential Information.
8.3 A party receiving any Confidential Information is responsible for any breach of this Article by its
Representatives or Affiliates.
8.4 The terms and conditions of this Agreement are the Confidential Information of the parties, and
each party shall treat the terms and conditions of this Agreement as Confidential Information received
from the other party.
Exclusions
8.1 A receiving party may disclose Confidential Information of the disclosing party:
(a) with the advance written consent of the disclosing party, or
(b) when required by law or by a court or other lawful authority, provided that the receiving
party promptly notifies the disclosing party before making any such disclosure, if notice is
not prohibited by law, the court or other lawful authority, and cooperates with the
disclosing party to resist or limit disclosure.
8.2 A receiving party does not acquire any ownership or intellectual property rights in Confidential
Information it receives from the other party.
Injunctive Relief
8.1 Each party acknowledges that, in the event of a breach by it of any of its confidentiality
obligations, the disclosing party may not have an adequate remedy in monetary damages. Accordingly,
the disclosing party will, in addition to other available legal or equitable remedies, be entitled to seek an
injunction against such breach or any threatened breach.
Survival
8.1 The obligations of confidentiality in this Article remain in effect for a period of three years after the
end of the Term or termination of the Agreement.
Article 9 : Dispute Resolution
Mediation and Arbitration
9.1 VUMETRIC and the Customer shall use mediation and arbitration to resolve disputes between
them arising from or relating to the Services, the Deliverables, any Statement of Work, or this Agreement,
whether the dispute is based in contract, tort (including negligence), statute, or otherwise.
9.2 If the business representatives of the parties have not been able to resolve any such dispute, in
order to proceed with the dispute a party must submit the dispute to private and confidential mediation
before a single mediator. If the dispute is not resolved after mediation, in order to proceed with the dispute
a party must submit the dispute to private and confidential arbitration before a single arbitrator.
Rules and Costs
9.1 Mediation and any arbitration will take place in the city and province of the Customer’s notice
address in this Agreement under the rules of the ADR Institute of Canada, including its rules as to
initiation and submission of a dispute to mediation and arbitration, appointment of the mediator and any
arbitrator, and responsibility for the fees and expenses arising from or relating to mediation and
arbitration.
9.2 The language of the mediation and arbitration will be English.
No Appeal
9.1 An arbitration decision will be final and binding on the parties, and the parties will have no rights
of appeal. The decision may be enforced by court proceedings.
Exclusions and Waiver
9.1 This Article does not apply to the collection of any amounts owing to VUMETRIC or any injunction
application, except that in the case of an injunction application, the parties shall use mediation and
arbitration to resolve the dispute that led to the application.
9.2 The Customer waives any right it may have to start or participate in, and agrees to opt out of, any
class action against VUMETRIC arising from or relating to this Agreement, the Services, or the
Deliverables.
Article 10 : General
Assignment
10.1 The Customer shall not assign all or any part of this Agreement, or all or any of its rights or
obligations under this Agreement, without the advance written consent of VUMETRIC. VUMETRIC may
withhold its consent to a proposed assignment by the Customer to a person who is in the business of
providing cybersecurity assessment and penetration testing services, information, communications or
technology products or services, including telecommunications or telecommunications-related products or
services, or related professional, consulting, or other services.
10.2 VUMETRIC may assign or subcontract all or any part of this Agreement, or all or any of its rights
and obligations under this Agreement, without notice to or consent of the Customer.
Relationship
10.1 VUMETRIC will perform the Services as an independent contractor and no employment
relationship is or will be created between the Customer and VUMETRIC or between the Customer and
any VUMETRIC Representatives. VUMETRIC and VUMETRIC Representatives will not be entitled to
receive from the Customer any employee benefits, vacation pay, overtime pay, or severance pay arising
from the performance of the Services.
10.2 This Agreement does not create or imply any agency, partnership, or other joint relationship
between the parties, and unless expressly provided for in a Statement of Work does not authorize either
party to bind or obligate the other in any way.
Force Majeure
10.1 VUMETRIC is not responsible for the performance of, or in default of, any obligation or provision
of this Agreement if delayed, hindered or prevented by labour disruptions, casualties, civil disturbances,
law, order of a court or other lawful authority, acts of civil or military authorities, terrorism, accidents, fires,
epidemics, natural disasters, or other catastrophes or events beyond VUMETRIC’s reasonable control.
Severability
10.1 If any provision of this Agreement is void, prohibited or unenforceable, this Agreement is to be
construed as if that provision had never been part of this Agreement.
No Waiver and Cumulative Remedies
10.1 The failure of the Customer or VUMETRIC to exercise any right under this Agreement, or to insist
upon strict or full performance of the obligations under this Agreement, does not constitute a waiver or
relinquishment of any provision of this Agreement. To bind a party, any such waiver must be express and
in writing signed by that party. The rights of the parties under this Agreement are cumulative and not
alternative.
Survival
10.1 Provisions of this Agreement that, expressly or by their nature, extend beyond the end of the
Term or termination of this Agreement survive the end of the Term or any termination of this Agreement.
Law
10.1 VUMETRIC and the Customer shall comply with all laws applicable to the exercise of their rights
and performance of their obligations under this Agreement. This Agreement is subject to and is to be
interpreted in accordance with the federal law of Canada and the laws of the province in the Customer’s
notice address, without regard to that province’s choice of law rules. Venue and jurisdiction will be in that
province.
Notices
10.1 To be effective, notices under this Agreement and notices of and requests for mediation and
arbitration must be given in writing to the other party’s notice address, by commercial courier with proof of
delivery, fax, personal delivery, or registered mail. The Customer’s notice address and fax number are:
Customer Address
VUMETRIC’ notice address and fax number for any notice of or request for mediation or arbitration are:
510 W Georgia Street, Floor 7
Vancouver, B.C. V V6B 0M3
Fax: 604-43-1261
10.2 Notices and requests delivered personally or by commercial courier or fax will be deemed to have
been received on the day of delivery. Notices and requests sent by registered mail will be deemed to have
been received four Business Days after the date of mailing.
Entire Agreement
10.1 Any terms and conditions in a purchase order or other similar document issued by the Customer
in relation to any Services or Deliverables that are different from or in addition to those in this Agreement
do not bind and are rejected by VUMETRIC.
10.2 This Agreement forms the entire agreement between the parties, and supersedes all written and
oral communications and agreements between the parties concerning the Services and the Deliverables made before
this Agreement came into effect. Changes to this Agreement must be agreed to in writing
and signed by both parties to be effective, except as stated elsewhere in this Agreement.
Enurement
10.1 This Agreement enures to the benefit of and binds the successors and permitted assigns of
VUMETRIC and the Customer.
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