Terms and Conditions of Purchase

Hey there,

We understand that the legal text below might come across as a bit dry and lengthy. Our legal team, being the sticklers they are, made us include all this stuff to stay on the right side of the law. We hope you’ll bear with us and appreciate your understanding. Thanks!

In case you were looking for the EULA’s that this Terms and Conditions of purchase applies to, you can find them here:

  • For the Pro Subscription you find the EULA here
  • For the Experimental Subscription you find the EULA here
  • For the Organization Subscription you find the EULA here
  • For the Offline Organization Subscription you find the EULA here
  • For the Open Source Project License you find the EULA here
  • For the Education License you find the EULA here
  • For the Class Room License you find the EULA here

Version 2, effective as of june 1, 2023

GENERAL

In these Terms and Conditions of Purchase (“Purchase Terms”):

  1. “Affiliate” means any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control of such party; ‘control’ for such purposes means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.

  2. “Customer” means an individual or a legal entity purchasing Product from CodeGlass BV.

  3. “Individual Consumer” means an individual who purchases CodeGlass BV Products or is otherwise in a contractual relationship or deals with CodeGlass BV in relation to CodeGlass BV Products outside the scope of their trade, business, craft or profession.

  4. ““CodeGlass BV” or “we” means CodeGlass BV. having its principal place of business at Baarslagweg 1, 7722HN Dalfsen, in the Netherlands, registerd at the legal registered company at the Netherlands chamber of commerce under number 89866975

  5. “Product” means any software program or service made available by CodeGlass BV, unless otherwise expressly stated in these Purchase Terms. The use of Product by Customer is governed by the applicable Terms of Use.

  6. “Stripe” means the service provider at https://stripe.com/

  7. “CodeGlass Website” or “Site” means any website that is the property of CodeGlass BV including but not limited to everything hosted under the domains listed at https://codeglassdotio.github.io/Docs/docs/Legal/Websites

  8. “Terms of Use” mean the terms and conditions of end-user license agreement, subscription terms, terms of service, or other standard customer agreements set forth by CodeGlass BV and applicable to Product or Plugin in addition to these Purchase Terms.

  9. “Privacy Policy” means the CodeGlass Privacy Policy available at https://codeglassdotio.github.io/Docs/docs/Legal/Privacy , which may be updated from time to time.

  10. “Personal data” means any information relating to an identified or identifiable natural person.

Customer accepts these Purchase Terms by placing an order for Product or Plugin with CodeGlass BV.

For orders placed online on CodeGlass Website, the entity with which Customer is contracting is shown on the Order Checkout page. For orders placed by email, the entity with which Customer is contracting is shown on an invoice issued to Customer by CodeGlass BV.

Orders placed by Customer with a CodeGlass BV reseller are subject to terms and conditions of purchase set forth by that reseller.

ORDER PLACEMENT AND ACCEPTANCE

Customers have the option to place an order with CodeGlass BV through the following channels:

  1. Online via the CodeGlass Website.
  2. By email using the designated contact information of CodeGlass BV. The order details should be provided in English. Customers are allowed to make modifications to the order details prior to CodeGlass BV’s acceptance by submitting a written notice to CodeGlass BV. For any inquiries related to orders, it is preferred that the communication be conducted in English.

An order placed by a Customer is considered non-binding until it has been accepted by CodeGlass BV. Non-acceptance of an order may occur due to the following reasons:

  1. Failed payment transaction.
  2. Existing backlog or negative payment history.
  3. Incomplete or inaccurate order details, such as missing email address for delivery, incomplete Customer billing address, pricing discrepancies, or errors in product descriptions, among other factors.
  4. Ineligibility based on specific order criteria, such as eligibility for upgrades or specific purchase options that may be limited to certain users or specific purposes of use.
  5. Any other reason determined at the sole discretion of CodeGlass BV. Any additional or conflicting terms included in an order will not be applicable unless expressly agreed upon in a separate written agreement signed by CodeGlass BV.

PRICES AND PAYMENT TERMS

These terms apply to Products that are offered to Customer in return for a fee paid to CodeGlass BV.

CodeGlass BV, at its sole discretion, sets the prices for Products and Paid Plugins in the following currency: EUR.

CodeGlass BV accepts major debit and credit cards (“Payment cards”) for online orders through third-party payment gateway providers, including but not limited to Stripe. CodeGlass BV holds no responsibility for any (i) payment failure resulting from inaccurate payment card details provided by the Customer during the online order process, (ii) restrictions imposed by the Customer’s bank on the payment card, (iii) failures in the payment gateway, or (iv) unauthorized, fraudulent, or misuse of Payment cards.

In relation to payment by card or any other form of payment agreed in writing with CodeGlass BV on a monthly, quarterly, or annual basis (“Recurring Payments”), by purchasing Product requiring regular payments, Customer authorizes CodeGlass BV to charge Customer’s payment card automatically at the interval and in the amount selected by Customer based on the available options during the purchase process. Customer agrees that the payment card specified by Customer for Recurring Payments is, and will continue to be, an account that Customer owns or is otherwise legally authorized to use, and that Customer will maintain sufficient availability under Customer’s credit card limit, or sufficient funds in the account linked to Customer’s debit card, as applicable, to make Recurring Payments. Customer can cancel Recurring Payments at any time via Customer’s account explained at https://codeglassdotio.github.io/Docs/docs/Others/Account prior to the next Recurring Payment due date. If Customer cancels Recurring Payments after this time, the cancellation will not take effect until the following Recurring Payment due date, and no refund or partial refund will be issued to Customer by CodeGlass BV.

For other forms of payment, CodeGlass BV accepts orders exclusively from existing corporate Customers with no outstanding overdue payments. Orders can be paid via wire transfer within 30 days from the delivery date of the Products, unless otherwise specified by CodeGlass BV. Newly registered corporate Customers, individual Customers placing offline orders, and Customers mentioned in clause 4(E) are required to make advance payment via wire transfer.

PRODUCT DELIVERY

CodeGlass BV ships no physical Products. Any details necessary to enable Customer to download and/or use the purchased Product will be delivered by CodeGlass BV to Customer via email to the email address provided by Customer. Customer is responsible for providing CodeGlass BV with a valid email address for delivery purposes.

Should CodeGlass BV’ Products not be delivered immediately, CodeGlass BV will use its commercially reasonable efforts to deliver Product purchased by Customer within 2 business days of the order acceptance, unless otherwise provided by any agreement between CodeGlass BV and Customer. CodeGlass BV shall not be liable for any failure to deliver Product within this timeframe.

Products shall be deemed delivered to Customer immediately or on the date when CodeGlass BV sends a Product email to the email address provided by Customer. CodeGlass BV shall not be liable for any failure to deliver Product or a Plugin to Customer due to non-delivery of an email message concerning Product or a Plugin.

TAXES AND DEDUCTIONS

Product prices do not include any national, state, or local sales tax, use tax, value added tax (VAT), goods and sales tax (GST), digital services tax (DST), or other tax (“Local Tax”).

If a purchase is subject to any Local Tax, that Local Tax can be added to the invoice.

Also, TySpoft reserves the right to use any global service provider, including Stripe, as its commissionaire to invoice Customer. Notwithstanding the foregoing, CodeGlass BV remains Customer’s counterparty and no other provisions of these Purchase Terms shall be affected.

If there is a possibility to issue the invoice without Local Tax, Customer is obliged to provide CodeGlass BV with a valid Local Tax number (e.g. VAT ID) or valid exemption documentation.

Customer bears the sole responsibility for any withholding tax liabilities, and no deductions shall be made by Customer from the amount payable to CodeGlass BV or Stripe under any invoice.

Any correction to an invoice for tax reasons (in particular based on the provision of Customer’s Local Tax number) shall be requested by Customer by the 7th day of the month following the month when the affected invoice was issued, at the latest. Stripe reserves the right to request any supporting document relating to the requested correction and/or reject any such request if received after this date.

TEMPORARY SUSPENSION FOR NON-PAYMENT

In the event that the Customer fails to make timely payments as required under these Purchase Terms, the relevant Terms of Use, or any other agreements entered into with CodeGlass BV, CodeGlass BV retains the right, at its sole discretion, to suspend the Customer’s access to all CodeGlass BV Products. This suspension shall remain in effect until CodeGlass BV is fully satisfied that all outstanding payments have been received, or alternatively, terminate the Terms of Use in accordance with the procedures outlined in the applicable Terms of Use.

In the event that CodeGlass BV suspends the Customer’s access to CodeGlass BV Products and/or Plugins due to non-payment or delayed payment of any outstanding amounts, the Customer is obligated to settle the entire outstanding balance in order to restore access to CodeGlass BV Products. Throughout the duration of the suspension, the Customer acknowledges and agrees that CodeGlass BV is entitled to charge the Customer for the complete period during which the Customer had placed an order for a subscription to CodeGlass BV Products.

REFUND AND SUPPORT

Any request for a refund made after the purchase date of the Product will require prior authorization from CodeGlass BV. The acceptance of such a refund request will be solely at the discretion of CodeGlass BV, unless otherwise mandated by applicable law.

If a Product exhibits any defects or malfunctions, the Customer may contact CodeGlass BV at https://codeglassdotio.github.io/Docs/contact

Customers classified as Individual Consumers have the right to request the following:

  1. Prompt and cost-free removal of any defects in the Product, provided that such removal is feasible.
  2. If removal of the defects is not possible, the Customer is entitled to an appropriate discount corresponding to the actual malfunction of the Product.

The aforementioned rights granted to Individual Consumers are applicable solely to defects or malfunctions that were present at the time of the Product’s purchase, even if they become apparent at a later stage. Individual Consumers are entitled to exercise their rights arising from a defect within twenty-four months from the date of purchase. In the event that a defect manifests within six months from the purchase, it is presumed that the defect already existed at the time of purchase.

EXPORT CONTROL

Customer shall comply with all applicable laws and regulations with regards to economic sanctions; export controls, import regulations and trade embargoes (collectively “Export Control Laws”), including those of the European Union and United States (specifically, the Export Administration Act of 1979 and the Export Administration Regulations (“EAR”)). Customer acknowledges that it is not an entity targeted by Export Control Laws nor is it otherwise owned or controlled by or acting on behalf of any person targeted by Export Control Laws. Further, Customer agrees to ensure that neither CodeGlass BV Products, nor any related technical information, are:

  1. Downloaded, transferred, exported, or re-exported directly or indirectly in violation of Export Control Laws; or
  2. Used for any purpose prohibited by Export Control Laws, including but not limited to nuclear, chemical, or biological weapons proliferation; or
  3. exported to restricted and/or embargoed destinations (including, but are not limited to, Cuba, Iran, North Korea, Sudan, and Syria), prohibited end-user(s); and/or
  4. participate in prohibited end-use and/or proliferation activities. CodeGlass BV will not be liable to Customer for any failure to provide Product, as a result of any government action that CodeGlass BV reasonably believes may adversely impact its obligations under these Purchase Terms, its business, or its reputation.

MISCELLANEOUS

No terms and conditions other than those explicitly stated herein shall be legally binding upon CodeGlass BV unless they have been accepted in writing and signed by a duly authorized representative of CodeGlass BV. In the event that the Customer’s terms and conditions of purchase differ from or supplement these Purchase Terms, these Purchase Terms shall take precedence, and the Customer’s terms are hereby rejected, unless otherwise explicitly agreed upon in writing with CodeGlass BV.

These Purchase Terms are subject to modification at any time by CodeGlass BV, and any updated Purchase Terms will be posted on a CodeGlass Website.

The Customer acknowledges having had sufficient opportunity to review these Purchase Terms, comprehends the contents of all clauses contained herein, has negotiated their terms, and has sought independent professional legal advice before accepting these Purchase Terms. Consequently, any regulations pertaining to statutory “form contracts” or “adhesion contracts” shall not be applicable to these Purchase Terms.

These Purchase Terms shall be governed by and construed in accordance with the laws of The Netherlands, without reference to conflict of laws principles of that state or any other nation. The parties agree that any legal disputes arising from these Purchase Terms shall be resolved by the competent courts of The Netherlands, unless otherwise provided by applicable consumer law.

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

CodeGlass BV reserves the right (and the Customer grants consent) to assign or transfer the agreement based on these Purchase Terms, or any rights or obligations derived from these Purchase Terms, either in whole or in part, without requiring further consent from the Customer, to any CodeGlass BV Affiliate. In the event that this provision violates applicable consumer laws, Individual Consumers retain the right to terminate their contract with CodeGlass BV.

PERSONAL DATA

In relation to the purchase of Products by the Customer, CodeGlass BV and CodeGlass BV Affiliates will process the Customer’s Personal Data, including contact and identification details, as well as information regarding the Customer’s subscription and payments. This processing is carried out for the following purposes:

  1. To provide the Customer with software services or information.
  2. To safeguard CodeGlass BV against piracy and unauthorized use of CodeGlass BV software or services.
  3. To enhance CodeGlass BV offerings based on usage patterns.
  4. For internal record-keeping by CodeGlass BV and to protect the rights and interests of CodeGlass BV and other users.
  5. To promote and market CodeGlass BV software and services.
  6. To fulfill legal obligations as stipulated by accounting, taxation, and other applicable laws.
  7. The Customer has the right to object to the processing of their Personal Data for purposes 2 to 5 mentioned above at any time. More detailed information about the processing of personal data for the aforementioned purposes and the Customer’s rights can be found in the Privacy Policy.

For the aforementioned purposes, CodeGlass BV may process information including, but not limited to, the Customer’s name, email address, username, physical address, telephone number, payment data, company name, and tax identification number where applicable. The Customer provides their Personal Data explicitly to receive the software, support, and services, whether it is through the purchase of a CodeGlass BV Downloadable Software Product.

CodeGlass BV products and services often offer the Customer the opportunity to provide feedback, such as suggestions, compliments, or reports of encountered issues. CodeGlass BV encourages the Customer to provide such feedback and also to post comments on CodeGlass BV’s website, blogs, and discussion forums.

Transfer of Personal Data to third parties: CodeGlass BV remains responsible for the handling of the Customer’s Personal Data by such third parties. The transfer is conducted to assist them in providing services to the Customer or in their operations, and for this purpose, CodeGlass BV may transmit the Customer’s Personal Data to them. Personal Data collected from the Customer is transferred to:

  1. Third-party payment providers for the processing of payment transactions.
  2. Third-party cloud accounting services.
  3. Other representatives of the same Customer.

CodeGlass BV may communicate with Customers via email to ensure the uninterrupted provision of services. Examples of such communications include, but are not limited to:

  1. Payment reminders.
  2. Debt reminders.
  3. License expiration reminders.
  4. License delivery and confirmation emails.
  5. Credit card expiration reminders concerning cards saved for automatic payments for licenses.
  6. Purchase follow-ups requesting information about the Customer’s company to enhance customer service.
  7. License assignment emails.
  8. Administrator invitation emails.
  9. Purchase administration requests.

If you have any questions regarding these Purchase Terms, please contact us at support@codeglass.io.