Avangate.com - Terms & Conditions
Terms and conditions
Acceptance of terms
1. Scope
These terms apply to purchases of software and digital content, such as download links, license keys, codes, back-up CD's, etc. ("Products") sold to any person or entity ("You") through this website (the "Website") by Avangate B.V. or Avangate Inc. or its Affiliates ("Avangate" or "We").
IF YOU PLACE AN ORDER ON THIS WEBSITE YOU AGREE TO THESE TERMS.
2. Order
2.1 Avangate cannot guarantee that Products are in stock. Avangate reserves the right to reject Your order if it is unable to process or fulfill it without Avangate being liable for any damages.
2.2 Upon such rejection Avangate will refund any prior payment that You have made for that Product.
2.3 You confirm that all information provided by You when placing an order is up-to-date and materially accurate in order for Avangate to fulfill Your order.
2.4 You are responsible for maintaining and updating Your account information for accuracy and completeness and keeping such information and any passwords secure against unauthorized access.
3. Price and Payment
3.1 Prices are specified on the Website, Avangate reserves the right to adjust prices due to increases in costs including (without limitation) costs of any materials, delivery, the increase or imposition of any tax, duty or other levy and any variation in exchange rates, and programming, data or other errors in Our Website.
3.2 Avangate will notify You of any errors in pricing prior to Product delivery. In the event of an increase in the price, You have the right to terminate the agreement. If You do not rescind the agreement, You accept the new conditions and prices as notified to You by Avangate.
3.3 Payment shall be made prior to delivery and by such methods that are indicated on the Website or by any other method expressly agreed between You and Avangate.
3.4 Avangate will charge credit or debit cards online, after the order is placed and the credit card information is provided to Avangate.
3.5 Avangate reserves the right to verify the credit or debit card payments. In case of non-payment, Avangate can transmit a claim to the vendor for which Avangate acted as a reseller in Your respect (the "Vendor"), without additional information to You, and the Vendor or Avangate can reclaim the Products delivered from You.
4.1 Delivery dates specified on the Website, in any order confirmation or elsewhere are estimates only. Avangate will not be liable in respect of delay, but will do its best to ensure the delivery on time.
4.2 Delivery will be made to a valid address submitted by You. You must check the delivery address on the Avangate acceptance provided to You and notify Avangate at once about errors or omissions. Avangate reserves the right to charge You for any extra costs arising from changes You make to the delivery address after You submit an order.
4.3 If You refuse or fail to take delivery of the Products delivered by Avangate, any risk of loss or damage will pass to You and Avangate will have the right to receive payment in full for the Products and to make delivery by any means appropriate and/or to store Products at Your risk. You will be liable to pay on demand of Avangate all costs relating to Product storage and any additional costs incurred as a result of Your refusal or failure to take delivery. Avangate will be entitled to dispose of the Products in such manner as it sees fit if You have not taken delivery of the Products after 30 days have passed since the agreed date of delivery.
4.4 You are not entitled to revoke or cancel in whole or in part this agreement with respect to downloaded Products in case of a defect. The risk of loss or damage passes to You upon delivery of the Products.
5. Software conditions
5.1 Products include an end user license agreement (EULA) drawn up by the distributor, manufacturer or owner and distributed along with the Products by Avangate. Such Products may be used only in accordance with EULA and may not be copied, adapted, translated, made available, distributed, varied, modified, disassembled, decompiled, save, reverse engineered or combined with any other software, unless
- this is permitted by EULA
- expressly permitted by applicable law. Subject to Clause 10, Clause 11 and Clause 12 of these Terms the remedies in the EULA shall be Your sole remedies with regard to the Products
6. Automatic Renewal
6.1 With respect to certain Products We provide You with an option to automatically renew Your agreement. You will be able to elect automatic renewal of the agreement for such Products.
6.2 Each renewal term will be equal in duration to the initial term.. You may terminate an agreement during any renewal term.
7. Liability
7.1 Under no circumstances and under no legal theory, tort, contract, or otherwise, shall Avangate or its affiliates be liable for any indirect, special, incidental, or consequential damages, including loss of profits. Avangate or its affiliates will be liable solely for damages caused by a breach of a material contractual obligation as a result of Avangate's willful intent or gross negligence.
7.2 The aggregate amount of damages that can be claimed pursuant to this agreement shall not exceed EUR50.000. This limitation of liability applies to all damage claims irrespective of their nature and will continue in force notwithstanding termination of this agreement.
7.3 You shall indemnify Avangate against any liabilities, claims and costs incurred by or made against Avangate as a direct or indirect result of selling Products or performing services to Your specifications causing an infringement or alleged infringement of any proprietary rights of any third party. This indemnification obligation does not apply to consumers.
8. Termination
Avangate can suspend delivery of Products, or terminate this agreement, in case any step, process, application, filing in court, order, proceeding, notice or appointment is taken or made by or in respect of You for a moratorium, composition, compromise or arrangement with creditors, administration, liquidation (other than for the purposes of amalgamation or reconstruction), dissolution, receivership (administrative or otherwise), distress or execution, or if You become insolvent or are reasonably deemed unable to pay Your debts as they fall due, or anything analogous to the foregoing occurs. Avangate can terminate Your order by a written notice sent to You by email or fax.
9. Title to Products
9.1 The title to the Products will pass to You when Avangate has received full payment for value of the price of the Products (including interest or other payment due for the Products).
9.2 If You are a consumer You shall not resell the Products until title therein has passed to You. If You do not fulfill Your payment obligations, Avangate may repossess and resell any such Products, and You hereby grant Avangate or its agents an irrevocable right to enter Your premises for this purpose, prior notification hereof will be provided to You.
10. Complaints
10.1 You are responsible upon delivery for verifying that Products delivered by Avangate are in accordance with the agreed specifications with respect to apparent defects, including short deliveries.
10.2 You must notify Avangate of any such defect or short delivery in writing within 15 (fifteen) days of delivery.
10.3 In case the delivery is made by the manufacturer, owner or distributor of the Product You will address Your complaint to that party, or to Avangate, who will pass Your complaint to that party. That party shall resolve Your complaint in accordance with the applicable complaint policy, which may differ from Avangate's complaint policy.
11. Consumer revocation of an order
11.1 IF YOU ARE A CONSUMER, YOU WILL HAVE A "REFLECTION PERIOD" OF 15 (FIFTEEN) DAYS AFTER DELIVERY DURING WHICH YOU MAY REVOKE YOUR ORDER FOR ANY REASON THROUGH WRITTEN NOTICE TO AVANGATE AS SPECIFIED IN THE CHAPTER 12 - "NOTICE".
11.2 YOU HAVE NO RIGHT TO REVOCATION: (I) IN RELATION TO SOFTWARE PRODUCTS WHERE YOU HAVE BROKEN THE SEAL OF THE SOFTWARE; OR (II) WHERE YOUR ORDER CAN NOT BE RETURNED BECAUSE OF THE NATURE OF THE PRODUCTS, E.G. A PRODUCT CUSTOMIZED SPECIFICALLY TO YOUR ORDER.
11.3 WITH RESPECT TO DOWNLOADABLE PRODUCTS, YOUR RIGHT OF REVOCATION WILL TERMINATE UPON THE EARLIER OF THE EXPIRATION OF THE REFLECTION PERIOD, OR YOUR DOWNLOADING OF THE PRODUCT.
11.4 If You exercise the revocation right, You are required to return the relevant Products to Avangate and Avangate will reimburse Your payments. Return shipping of the Products will be at Your own expense. Where incorrect Products have been delivered to You, Avangate will bear the costs of returning the Products regardless of the value of Your order.
11.5 If You are not able to return the Products or if the Products returned are defective, You are required to pay compensation, equal to the value of the Products. You shall make compensation payments for damaged Products within 30 days after You have notified Avangate of the revocation of Your order.
The Products must be returned to the Avangate address stated on the delivery note that was accompanied with the Product.
12. Refund process
12.1 To cancel an order placed in the Avangate system, You must contact the Vendor.The Vendor's details can be found either directly on the Vendor Website where You purchased the Products, or by accessing Avangate myAccount and going to the "My Products" section where You will find the contact details of the software author under "Support information".
Alternatively, You can contact Avangate directly at support@avangate.com. If You contact Avangate, Avangate shall request a refund on Your behalf from the Vendor. You must provide a reason for the requested refund, which the Vendor will approve at its discretion.
12.2 If the request is granted, payments are refunded as follows:
- Credit / Debit Cards payments will be refunded within one (1) business days;
- Wire Transfer payments will be refunded within seven (7) business days;
- PayPal payments will be refunded within one (1) business day.
13. Authorizations
13.1 You have the obligation to obtain at Your own expense any license or authorizations required by any legal authority for acquisition, delivery or use of the Products, evidence of which You must provide to Avangate upon Avangate's first request.
13.2 You will be liable for all expenses or charges incurred by Avangate stemming from Your failure to obtain such license or authorizations. You are also responsible for complying with export control and custom duties laws and regulations in the territory where You order the delivery of Product, or use the Product.
14. Notices
14.1 Any notification or any other communication made in connection with Our contract shall be in written form and considered as duly sent or adequately issued if it is sent by mail, fax or email and is addressed to the contact data specified on the Avangate Website.
Consumer complaints addressed to Avangate may be sent to Avangate B.V. at Prins Hendriklaan 26 II, 1075 BD Amsterdam, The Netherlands.
15. Governing Law
This agreement and any contractual or non-contractual obligations arising out of or in connection to it, shall be governed by and shall be construed in accordance with the laws of The Netherlands. Sections 6:227b, 6:227c, and 7:16 up to and including 7:24 of the Dutch Civil Code are excluded with respect to non-consumer transactions.
16. Disputes
You and Avangate shall attempt to resolve amiably all disputes arising out of or in connection with this agreement within 30 days. If such amiable negotiations fail any such disputes shall be settled by the competent courts of Amsterdam. If You are a consumer You may notify Avangate within one month of Avangate's invocation of this term that You wish to settle the dispute before the competent court as determined by applicable law.
17. General terms
17.1 The provisions of these Terms are separable, the lack of validity of any provision will not affect the validity of any other provision. Your order and these Terms contain the whole agreement between You and Avangate relating to the transactions contemplated by this agreement and supersedes all previous agreements between You and Avangate relating to these transactions.
17.2 Avangate reserves the right to change these terms and conditions from time to time, notification of which will be posted on the Website. Your continued use of the Products after such notice has been posted constitutes Your acceptance of the changes. Any subsequent orders shall be subject to the revised terms and conditions.
17.3 You are not entitled to transfer or assign Your right and obligations under these terms to a third party, without the written approval of Avangate.
Last update: May, 2012
