Disc Soft Ltd, Terms of Sale

Disc Soft Ltd, Terms of Sale

1. SCOPE AND APPLICATION

1.1 THESE TERMS OF SALE ("TERMS") CONSITUTE A BINDING LEGAL CONTRACT BETWEEN (A) US, DISC SOFT LTD, P.O. Box 2284, 16 Albert Hoy Avenue, Belama Phase I, Belize City, Belize, THE SELLER (WITH REFERENCES TO "US", "WE", OR "OUR" BEING CONSTRUED ACCORDINGLY), AND (B) YOU, THE PURCHASER (WITH REFERENCES TO "YOU" OR "YOUR" BEING CONSTRUED ACCORDINGLY). THESE TERMS APPLY TO ALL OFFERS, SALES AND PURCHASES (INCLUDING, WITHOUT LIMITATION, SOFTWARE, LICENSE RIGHTS, AND SERVICE USE RIGHTS RESOLD BY US) ("PRODUCTS") OR ACCESS RIGHTS TO SERVICES WE DIRECTLY PROVIDE ("SERVICES"), WHICH OCCUR THROUGH THE ONLINE STORE ON WHICH WE POST THESE TERMS. BY ORDERING ANY PRODUCT OR SERVICE THROUGH ANY DISC SOFT LTD APPLICATION OR BY VISITING THIS ONLINE STORE, YOU SIGNIFY YOUR ACCEPTANCE OF THIS AGREEMENT.

1.2 We value our relationship with you and consider our approach to privacy of the information you provide in your use of the Disc Soft Ltd online store to be an important aspect of that relationship. Our Privacy Statement governs the collection and use of information through the Disc Soft Ltd online store. By submitting your personally identifiable information to us in relation to your order, you consent to such information being processed to fulfill your order and in accordance with our Privacy Statement. The Privacy Statement is incorporated by reference into and is made a part of this Agreement. To view the Privacy Statement applicable to our collection and use of information through the Disc Soft Ltd official website, please click here.

1.3 ALL ORDERS ARE SUBJECT TO YOUR CONSENT TO ANY APPLICABLE LICENSE AGREEMENT OR USAGE TERMS IS DELIVERED WITH, INCLUDED IN, OR PRESENTED IN CONNECTION WITH PRODUCT OR SERVICE. If you do not agree to the license or usage terms once you see them, do not accept them and contact customer service.

1.4 You are bound by the version of these Terms in effect on the date of each order you place through this online store. These Terms may change from time to time, so please review them upon submission of each order, even if you have reviewed them before.

1.5 ALL ACCEPTED ORDERS ARE FINAL, NON-CANCELABLE AND NON-REFUNDABLE, EXCEPT AS SPECIFIED IN THE RETURNS POLICY APPLICABLE TO YOUR PURCHASE.

2. ORDER PLACEMENT AND ACCEPTANCE; ONLINE CONTRACTING

2.1 We attempt to describe the Products and Services available for purchase through the Disc Soft Ltd online store as accurately as possible. However, we do not warrant that the prices, quotations, anticipated delivery dates, and descriptions made or referred to on the Disc Soft Ltd online store or any related websites are accurate, complete, reliable, current, or error-free. The prices, quotations and descriptions made on the Disc Soft Ltd online store are subject to availability, do not constitute an offer and may be withdrawn or revised at any time prior to our express Acceptance of your order (as described below).

2.2 All Product specifications, illustrations, drawings, particulars, dimensions, performance data and other information on the Disc Soft Ltd online store or related pages, are intended to represent no more than a general illustration of the Products and do not constitute a warranty or representation by us that the Products will conform with the same.

2.3 While we make every effort to ensure that items appearing on the Disc Soft Ltd online store are available. We may reject your order (without liability) if we are unable to process or fulfill it. If this is the case, we will refund any prior payment that you have made for that item.

2.4 An order submitted by you only constitutes an offer by you to us to purchase Products or Services subject to these Terms at the price and on the terms stated in the order, and is subject to our subsequent Acceptance (as defined below), irrespective of whether the button or link you press or activate to submit your order to us indicates that it is the final step in completion of your order. Any order confirmation email received by you prior to our Acceptance shall constitute an acknowledgement of our receipt of your offer only, and not an acceptance of your offer.

2.5 You acknowledge and agree that if you are placing an order through a website, by clicking or activating the button or hyperlink to submit your order, you are placing a legally binding offer. You consent to: (i) the use of electronic communications in order to enter into contracts and place orders with us; and (ii) the electronic delivery of notices, policies and records of transactions initiated or completed by you online. You have the right to withdraw your consent to electronic contracting and to electronic delivery, but if you do, we may cancel your order and/or your access to Services. If you do not consent to receive any notices electronically, you must stop using the Disc Soft online store.

2.6 Our acceptance of your order only occurs at such time that we have both (a) dispatched your Product order and/or provided you with access to Services, and (b) received payment of the purchase price of your order through settlement of funds via your chosen payment method ("Acceptance"). We may cancel your order at any time and for any lawful reason prior to Acceptance. Prior to Acceptance, an automatic e-mail acknowledgement of your order may be generated. Please note that any such automatic acknowledgement does not constitute a formal acceptance of your order.

2.7 We may keep records of orders received, acknowledgements, acceptances and other contract records after Acceptance for a period not to exceed the maximum period permitted by law. We may be able to provide you with copies on written request; however you must make sure you print a copy of all such documents and these Terms for your own records.

2.8 If we have cause to believe that you are unable to pay your debts as they fall due, you fail to pay any amount by the due date or breach any of these Terms, we believe you have engaged in fraud or criminal activity in connection with your use of the Disc Soft online store, or we are unable to process payment to the payment method you provided with your offer, then, without prejudice to any of our other rights, we may do any or all of the following: (a) stop any Products in transit to you; (b) suspend further deliveries of Product if on an ongoing basis; (c) stop or suspend provision of Services; (d) cancel any automatic renewal plan in which you have elected to participate; and/or (f) cancel any and all other contracts between us and you.

3. PRICING AND PAYMENT TERMS

3.1 Prices do not include sales taxes, if applicable, which will be added to your total price. You are responsible for any state and local sales or use taxes that may apply to your order. If the price of a Product is obviously incorrect, regardless of whether it is an error in a price posted on the Disc Soft Ltd online store or otherwise communicated to you, then we reserve the right, at our sole discretion, to cancel your order and refund to you the amount that you paid, regardless of how the error occurred.

3.2 Prices payable for Products or Services are those in effect at the time of Acceptance, unless otherwise expressly agreed. Prices may be indicated on the Disc Soft Ltd online store or an order acknowledgement but the authoritative price in the event of any discrepancy, is the price that is notified to you on our Acceptance through the charge placed through your selected payment method. Payment shall be made by the payment method selected during your order completion process through the Disc Soft Ltd online store. Selected payment system will charge credit or debit cards on dispatch of the Product or commencement of Disc Soft Ltd online store. It reserves the right to verify and/or authorize credit or debit card payments prior to Acceptance.

3.3 Except as expressly provided elsewhere in these Terms or the Disc Soft Ltd online store payment may be taken in full notwithstanding any claim for short delivery or defects.

3.4 Where the payment is invoiced, each invoice shall be due and payable in full by the due date specified on the invoice, and if no date is specified on the invoice, within twenty (20) days of the date of invoice. In case you fail to pay within the declared period, we may cancel your order.

3.5 No counterclaim or set-off may be deducted from any payment due without our written consent. We may also take action against you for the price of Products at any time after payment has become due even though title or rights to those Products may not yet have passed to you.

3.6 When using the services of a third party payment or billing provider in connection with your purchase from us, your use of such services will be subject to the third party provider's own terms and conditions. You may be required to create an account with such third party provider and/or provide that third party provider with your bank account or credit/debit card details. We are not responsible for, and you agree to hold us harmless from and against any liability resulting from, the acts or omissions of any third party payment or billing provider.

3.7 Any extension of credit allowed to you may be changed or withdrawn at any time. Interest shall be chargeable on overdue amounts accruing on a daily basis at the maximum amount permitted under applicable law from the due date for payment until our receipt of the full amount (whether before or after judgment). You shall indemnify us on demand against any out of pocket expenses incurred in relation to recovery of any overdue amounts.

4. DELIVERY

4.1 We deliver Products by electronic transmission or via download. Delivery timescales/dates specified on the Disc Soft Ltd online store, in any order acknowledgement or elsewhere are estimates only.

4.2 Save as otherwise provided in these Terms, risk of loss of or damage to the digitally delivered Products passes to you upon the provision to you of a download link for Software and activation info via email used during the purchase.

5. REJECTION, DAMAGE OR LOSS IN TRANSIT; PRODUCT WARRANTY

Except as set out above or under any applicable returns policy presented on the Disc Soft Ltd online store and applicable to your purchase of a Product or Service ("Returns Policy") and subject to any rights you have under applicable law that cannot be excluded or limited by these Terms:

5.1 We shall not be liable and you shall not be entitled to reject Products or Services, except for:

  • Damage to or loss of Products or any part thereof in transit for which you notify us in writing of such damage or loss within 5 working days of your receipt of the Products (if damaged) or 5 working days of the anticipated delivery date of the Products (if lost);
  • Defects in Products (not being defects caused by any act, neglect or default on your part) for which you notify us of such defect within 30 days of your receipt of the Products.
  • Defective performance of Services (not being defects caused by any act, neglect or default on your part) for which you notify us of such defective performance within 5 days of such defect becoming apparent.

5.2 We shall not be liable for any damage or losses arising from defective installation of the Products; from the use of the Products in connection with other defective, unsuitable or defectively installed equipment; your negligence; improper use; or use in any manner inconsistent with the Product's specifications or instructions.

5.3 If you refuse or fail to take delivery of Products, any risk of loss or damage to the Products shall nonetheless pass to you, and without prejudice to any other rights or remedies we have:

5.3.1 We shall remain entitled to payment in full for the Products or Services delivered;

5.3.2 We may effect delivery by whatever means we consider appropriate or store Products at your risk, and you shall be liable for, and shall pay on our demand, all costs of Product storage and any additional costs incurred as a result of such refusal or failure to take delivery; and

5.3.3 We may set off any proceeds of sale against any sums due from you if the product is found defective due to the cases below during 30 days after the purchase of products licenses by serial keys or 14 days after the purchase of the subscription regardless of its term.

5.3.4 We may return the whole subscription price during 14 days after the purchase regardless of the time it has been used already.

5.4 Where there is a shortage or failure to deliver, or any defect in or damage to a Product or Service, we may at our option:

  • (in the case of Product shortage or non-delivery) make good any such shortage or non-delivery and/or
  • in the case of failure to perform or defective performance of a Product or Service, make good such failure or defective performance; and/or
  • in the case of damage or any defect(s) in the Product and in accordance with any applicable Returns Policy:
  • Replace the Product upon you returning the Product; or;
  • Refund the price paid in respect of any Products found to be damaged or defective.

However, your rights of replacement of any Products which are found to be defective will (except where agreed otherwise) be negated or rendered void where Products have been altered by persons other than us; report about defective Product or Products have not been provided together with full details in writing of the alleged defects within 30 days from the date on which such Products were delivered (within 14 days from the date of the subscription); and/or defects are due (wholly or partially) to mistreatment, improper use or maintenance or installation, or failure to observe any manufacturers' instructions or other directions issued or made available by us in connection with the delivered Products.

5.5 You will have the benefit of any manufacturer's, licensor's or supplier's warranty provided by the manufacturer, licensor or supplier to you in connection with your purchased Products and should refer to the relevant documentation supplied with the Product in this regard. (If applicable, the Returns Policy may also set out procedures applicable to replacement of defective Products delivered.)

6. SOFTWARE AND SERVICE USE RIGHTS

6.1 This Software (a) is licensed to you (and not sold to you) by the Disc Soft Ltd subject to our license agreement or terms included with such Software or presented during your checkout process or software installation process ("License Agreement"). In addition:

6.1.1 Software may not be copied, adapted, translated, made available, distributed, varied, modified, disassembled, decompiled, reverse engineered or combined with any other software, save to the extent that (i) this is permitted in the License Agreement, or (ii) applicable law expressly mandates such a right which cannot legally be excluded by contract.

6.1.2 Save to the extent provided for in any applicable License Agreement, your rights of return and/or to a refund under these Terms and any applicable Returns Policy do not apply in the event that you activate the license and/or use the Software.

6.1.3 Except to the extent expressly provided by us in writing or under relevant License Agreement, Software is provided 'as is' without any warranties, terms or conditions as to quality, fitness for purpose, performance or correspondence with description and we do not offer any warranties or guarantees in relation to Software installation, configuration or error/defect correction.

7. WAIVER AND LIMITATION OF LIABILITY; RISK ALLOCATION

7.1 THE PRODUCTS AND SERVICES THAT YOU PURCHASE FROM US ARE PROVIDED TO YOU "AS IS," AND YOUR USE IS AT YOUR OWN RISK. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. UNLESS AGREED OTHERWISE OR REQUIRED BY APPLICABLE LAW, ANY WARRANTIES PROVIDED IN RELATION TO PRODUCTS OR SERVICES ONLY EXTEND TO YOU ON THE UNDERSTANDING THAT YOU ARE A USER AND NOT A RESELLER OF THOSE PRODUCTS OR SERVICES.

7.2 WE HAVE PRICED PRODUCTS AND SERVICES AVAILABLE FOR PURCHASE FROM US UPON THE UNDERSTANDING, AND YOU HEREBY ACKNOWLEDGE THE UNDERSTANDING, THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE: (a) OUR AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICABLE PRODUCTS AND/OR SERVICES WHICH GIVE RISE TO SUCH LIABILITY; AND (b) WE SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY DESCRIPTION (INCLUDING WITHOUT LIMITATION LOSS OR INTERRUPTION OF BUSINESS) IN CONNECTION WITH YOUR USE OF THIS SITE OR YOUR PURCHASE OR USE OF ANY PRODUCT OR SERVICE, HOWEVER CAUSED AND WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE WERE AWARE OR ADVISED OF THE POSSIBILITY OF DAMAGES, AND IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS.

7.3 NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THESE TERMS LIMIT OUR LIABILITY TO YOU FOR ANY LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE LAW.

7.4 You agree to defend, indemnify and hold harmless us, our subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of or related to (a) any Products purchased by you in connection with your use of the Disc Soft Ltd online store, Products, and/or Services, or (b) the violation of Section 8 of these Terms by you, your employees, consultants, agents, distributors, or customers.

7.5 To the fullest extent permitted by law and save where expressly set out in any License Agreement or elsewhere, we shall have no liability to you in the event of the Products or Services infringing or being alleged to infringe the proprietary rights of any third party.

8. EXPORT & CUSTOMS DUTIES

8.1 Each Product and Service and any related items (including software, technology and technical information) sold, exported, transferred, supplied or licensed by us may be subject to and governed by the laws of the United States and other countries, including but not limited to the US Export Administration Regulations (EAR) and US Foreign Assets Control Regulations (FACR). You are required to comply with all applicable laws relating to the export, re-export, transfer, use, or import of any Product or related items. Diversion contrary to applicable law is prohibited. Notwithstanding any other request or agreement to the contrary, neither you nor Disc Soft Ltd shall take or be required to take any action prohibited or penalized under US or applicable foreign law.

8.2 The tangible shipment of Products from one country for delivery in another country may be subject to customs duties, fees, taxes and/or other charges in the country of ultimate destination. Unless otherwise expressly stated by Disc Soft Ltd during the order process, (a) your payment for the order in question does not include any customs duties, fees, taxes and/or other charges that may be due and payable in the Product's country of ultimate destination, and (b) the receiving party in the Product's country of ultimate destination is responsible for making entry and properly declaring the merchandise to the appropriate customs authorities, paying any applicable customs duties/fees/taxes/charges, and/or satisfying any additional import-related requirements. You should contact the local customs authorities in the relevant jurisdiction for further information on the applicable customs requirements and procedures, duties, fees, taxes, and/or other charges that may be assessed against the Product.

9. NOTICES

9.1 Any notice or other communications in relation to these Terms may be given by sending the fax or e-mail (a) with respect to notices and communications to you, to the address and contact information you provided in connection with your purchase of Products and/or Services; and (b) with respect to notices and communications to us, to the address listed at the beginning of these Terms or as otherwise specified in your order confirmation email or notification of Acceptance. These will also be the addresses for service of legal proceedings in the manner prescribed by law. Except as set out above in relation to cancellation of consumer orders, such notices or communications (where properly addressed) shall be considered received:

9.1.1 If by fax, on the date of the transmission as evidenced by a successful transmission contact report (or, if this is not a working date, the first working date thereafter).

9.1.2 If sent by email, on the earliest of (i) the email being acknowledged by the recipient as received; (ii) receipt by the sender of an automated message indicating successful delivery or the email having been opened; or (iii) the expiry of 48 hours after transmission, provided that the sender has not received notification of unsuccessful transmission.

10. GOVERNING LAW AND VENUE

Any dispute arising out of or related to these Terms shall be governed by the internal laws of Belize.

11. GENERAL

These Terms sets forth the entire understanding between you and us with respect to your use of the Disc Soft Ltd online store and your purchase of Products and Services from us, and supersedes any and all prior or contemporaneous communications, agreements, and representations, whether written or oral, related thereto. No amendment to these Terms will be valid unless made in writing and signed by you and us. These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted. Disc Soft Ltd may engage the services of subcontractors or agents to assist Disc Soft Ltd in the performance of its obligations related to these Terms. You may not assign or transfer your rights under these Terms, and any purported assignment or transfer shall be void. No relaxation, forbearance, delay or indulgence by either you or us in enforcing any of these Terms or the granting of time by either party to the other shall prejudice or restrict such rights and powers. No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us. The waiver of any breach of any Term shall not be construed as a waiver of any subsequent breach or condition. If for any reason we determine or a court of competent jurisdiction finds that any provision or portion of these Terms to be illegal, unenforceable, or invalid under applicable law in a particular jurisdiction: (a) these Terms will not be affected in other jurisdictions to the extent that such determination or finding has no application; and (b) in the relevant jurisdiction, the remainder of these Terms (to the fullest extent permitted by law) will continue in full force and effect. Neither you nor us shall be in breach of these Terms in the event that party is unable to perform its obligations as a result of any reason or condition beyond its reasonable control.