Terms and Conditions of Purchase

We are sorry for the legal text below, our legal team foced us to make it this way and include allot….
And we want to thank JetBrains for the inspriation for this document :heart: ~Development team of CodeGlass

Version 1, effective as of January 1, 2022

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 TySoft.

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

  4. “Tysoft” or “we” means the legal registered company at the Netherlands chamber of commerce under number 63870533

  5. “Product” means any software program or service made available by TySoft, 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. Removed

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

  9. “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 TySoft and applicable to Product or Plugin in addition to these Purchase Terms.

  10. “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.

  11. “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 TySoft.

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 TySoft.

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

ORDER PLACEMENT AND ACCEPTANCE

Customer may place an order with TySoft:

  1. online on the CodeGlass Website; or
  2. by email using the appropriate contact information of TySoft. Order details shall be in English. Customer can modify order details before acceptance of Customer’s order by TySoft by submitting a written notice to TySoft. English is the preferred language for order-related enquiries.

Any order is not binding upon TySoft until accepted by TySoft. Non-acceptance of an order may be the result of one of the following:

  1. failed payment;
  2. growing backlog or negative payment history;
  3. incomplete or incorrect order details, such as missing email address for delivery, missing Customer billing address, or a pricing or product description error, among others;
  4. ineligibility according to the order criteria (e.g. entitlement to upgrade or to certain Product purchase options restricted to particular users or purpose of use); or
  5. for any reason at the sole discretion of TySoft. Any additional or conflicting terms on an order will not apply unless specifically agreed to in a separate written agreement signed by TySoft.

PRICES AND PAYMENT TERMS

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

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

TySoft accepts major debit and credit cards (collectively, “Payment cards”) for online orders via third-party payment gateway providers, including, but not limited to, Stripe. TySoft is not responsible for any (i) payment failure resulting from inaccurate payment card details provided by Customer when placing an online order, (ii) any restrictions applicable to payment card by Customer’s bank, (iii) payment gateway failure, or (iv) misuse, abuse, unauthorized use, or fraudulent use of Payment cards.

In relation to payment by card or any other form of payment agreed in writing with TySoft on a monthly, quarterly, or annual basis (“Recurring Payments”), by purchasing Product requiring regular payments, Customer authorizes TySoft 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 TySoft.

In relation to other forms of payment, TySoft will only accept orders from existing corporate Customers that have no outstanding payments past due. Orders can only be paid by wire transfer on net 30 days terms (payable within 30 days from the date Products are delivered), unless otherwise specified by TySoft. Orders from newly registered corporate Customers, offline orders from individual Customers, and all orders from Customers specified in clause 4(E) are subject to advance payment by wire transfer.

PRODUCT DELIVERY

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

Should TySoft’ Products not be delivered immediately, TySoft 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 TySoft and Customer. TySoft 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 TySoft sends a Product email to the email address provided by Customer. TySoft 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, TySoft 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 TySoft 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 TySoft 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

If Customer fails to pay any amount on time under these Purchase Terms and the applicable Terms of Use, or any other agreements Customer entered into with TySoft, TySoft reserves the right to, at its sole discretion, suspend Customer’s access to all TySoft’ Products until such time as TySoft is satisfied that all payments have been made or terminate the Terms of Use, in the manner specified in the applicable Terms of Use.

If TySoft suspends Customer’s access to TySoft’ Products and/or Plugins for any failure to, or delay in, payment of any amount, Customer must pay the entire outstanding amount in order to restore its access to TySoft’ Products. During any period of suspension, Customer hereby agrees that TySoft is entitled to charge Customer for the entire period for which Customer has placed an order for subscription to TySoft Products.

REFUND AND SUPPORT

Any refund request following the Product purchase date will be subject to prior authorization by TySoft, and acceptance of such request shall be at the sole discretion of TySoft, unless otherwise provided by applicable law.

If a Product shows any defects or does not function properly, Customer may contact TySoft at https://codeglassdotio.github.io/Docs/contact

Any Customer in the position of an Individual Consumer has the right to request:

  1. that any defect be removed without undue delay free of charge;
  2. if the removal is not possible, an appropriate discount corresponding to the actual malfunction of the Product. The above Individual Consumer rights are applicable only in respect to any defects or malfunctions existing at the time of the Product purchase, even if apparent later. Customer in the position of an Individual Consumer is entitled to assert their rights arising from a defect within twenty-four months of the purchase. If a defect occurs within six months, the Product is presumed to have already been defective upon 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 TySoft 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. TySoft will not be liable to Customer for any failure to provide Product, as a result of any government action that TySoft reasonably believes may adversely impact its obligations under these Purchase Terms, its business, or its reputation.

MISCELLANEOUS

No terms and conditions other than the terms and conditions contained herein shall be binding upon TySoft, unless explicitly accepted by TySoft in writing and signed by a duly authorized representative of TySoft. If Customer’s terms and conditions of purchase are different from, or are in addition to, these Purchase Terms, these Purchase Terms shall prevail and Customer’s terms are hereby rejected, unless otherwise explicitly agreed in writing with TySoft.

These Purchase Terms are subject to change at any time by TySoft by posting the updated Purchase Terms on a CodeGlass Website.

Customer declares having had sufficient opportunity to review these Purchase Terms, understood the content of all of their clauses, negotiated their terms, and sought independent professional legal advice in that respect, before accepting these Purchase Terms. Consequently, any statutory “form contracts” (“adhesion contracts”) regulations shall not be applicable to these Purchase Terms.

These Purchase Terms shall be governed by and construed under the laws of The Netherlands, without reference to conflict of laws principles of that state or any nation state. The parties agree that any litigation relating to these Purchase Terms shall be settled by the court of competent jurisdiction in The Netherlands, unless provided otherwise by applicable consumer law.

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

TySoft reserves the right (and Customer grants its consent with it) to assign or otherwise transfer the agreement based on these Purchase Terms or any rights or obligations under this Purchase Terms, in whole or in part, without further Customer’s consent to any TySoft Affiliate. If the foregoing is in breach of applicable consumer laws, Individual Consumers have the right to terminate their contract with TySoft.

PERSONAL DATA

In connection with purchase of Products by Customer, TySoft and TySoft Affiliates will process Customer’s Personal Data, in particular, Customer’s contact and identification details and information about Customer’s subscription and payments, for the following purposes:

  1. To provide Customer with software services or information;
  2. To protect TySoft from piracy and unlawful use of TySoft software or services;
  3. To improve TySoft offerings based on usage;
  4. For internal evidence of TySoft and to protect the rights and interests of TySoft and other users;
  5. To promote and market TySoft software and services; and
  6. To fulfil legal duties stipulated by accounting, taxation, and other laws.
  7. Customer may object to processing of Customer’s Personal Data for the purposes 2 to 5 above at any time. More detailed information about personal data processing for the above mentioned purposes and about Customer’s rights can be found in the [Privacy Policy](Privacy.md. For the above purposes, TySoft may process information including but not limited to Customer’s name, email address, username, physical address, telephone number, payment data, company name, and tax identification number where applicable. To receive the software, support, and services, Customer explicitly fills in their Personal Data, whether Customer purchases a TySoft Downloadable Software Product.

TySoft products and services often give Customer the option to provide feedback, such as suggestions, compliments, or problems encountered. TySoft invites Customer to provide such feedback as well as to post comments on TySoft website, blogs, and discussion forums.

Transfer of Personal Data to third parties: TySoft is responsible for the handling of Customer’s Personal Data by such third party. The transfer is made to assist it in providing its services to Customer or in its operations; to do so, TySoft may send them Customer’s Personal Data. Personal Data collected from Customer is transferred to:

  1. A third-party payment provider to process payment transactions;
  2. A third-party cloud accounting service;
  3. Other representatives of the same Customer

TySoft may communicate with Customers by sending them emails aiming to help avoid interruption of a service. Such examples 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 about cards saved for automatic payments for licenses;
  6. purchase follow-ups requesting information about Customer’s company for enhancement of customer service;
  7. license assignment emails;
  8. administrator invitation emails; and
  9. purchase administration requests.

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