Terms and conditions of the online store

Last Revised: 31 May 2023

These are the Terms and Conditions of website store.noventiq.pl as well as any other media form, media channel, mobile website or mobile application (if any) related, linked, or otherwise connected thereto (collectively, the "Site"), owned by Soft Development PL Sp. z o.o. (“Noventiq”, “we”, “us”, or “our”), a company of Poland, with Company registration number 0000769316 and head office at Elektoralna str., 13, lok. 103, 00—137, Warsaw, Poland.

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “your”) and Noventiq, concerning your access to and use of the Site and purchases you make at the Site.

You agree that by accessing the Site or by ordering from the Site, you have read, understood, and agreed to be bound by all of these Terms and Conditions. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE STORE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

The Site is intended for users who are at least the legal age in your country. Persons under the legal age not permitted to use or register for the Site.

Registration

You may be required to register with the Site. If an account is required to be opened, the you must complete the registration process and provide the updated, complete and accurate information required by the applicable registration form. You are responsible for maintaining the confidentiality of the account information and password, as well as for all activity that occurs on the account. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

Products and Availability

We make every effort to display as accurately as possible content on our Site, including descriptions of our products, and listed prices. However, we do not guarantee that content, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors.

Our online store only accepts orders for delivery in the territory of Poland (“Territory”). Orders requiring delivery outside this territory will not be accepted by us.

Fulfilment of all orders on our online store is subject to availability. We may refuse or reject any order at any time, refunding you for any costs they have incurred.

We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

Placement of Orders

To order products on the Site, you must add the desired products to the shopping cart or fill the request form. To finalize an order, fill in the required data fields and follow all necessary steps available in the interface of the Site. The screen will then display the amount of the fee and other details of your order.

You agree that your order is an offer to buy products listed in your order, and your acceptance without modification of these Terms and Conditions. We will not be obligated to sell Products to you if you condition our acceptance of your order on our agreement to modify these Terms and Conditions.

ACCEPTANCE BY US OF ANY PAYMENT MADE BY YOU IN CONNECTION WITH ANY PRODUCT DOES NOT CONSTITUTE OUR ACCEPTANCE OF YOUR ORDER AND A LEGALLY BINDING SALE AND PURCHASE AGREEMENT IS NOT FORMED UNTIL AND UNLESS YOU RECEIVE AN ORDER CONFIRMATION AND WE WILL NOT BE OBLIGED TO SUPPLY PRODUCTS TO YOU UNTIL THEN.

If your order is accepted by us, we will provide you with an order confirmation and accordingly and advise you of the delivery status of your purchase. Until such order confirmation is provided, we reserve the right to reject any offer to purchase our Products without giving you any reasons and without being liable for any damage or costs other than repayment of any amount received from you, including and without limitation in the following circumstances:

• the product is not available / in stock;
• your billing information is not correct or not verifiable;
• your order is flagged up by our security systems as an unusual order or an order susceptible to fraud;
• your payment is not received within 3 calendar days after acceptance of your order;
• we believe you are under the legal age in your country;
• there was an error in the price displayed on the Site;
• we could not deliver to the address provided by you;
• due to an event outside our control such as system loopholes and malfunctions;
• in the event of misspelling or other errors or mistakes in the Site information;
• where the order otherwise breaches these Terms and Conditions.

Prices

All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. At times where software or human errors for instance list products with an obvious faulty price, Noventiq reserves the rights to cancel the order without any notification.

Posted prices do not include charges for shipping and handling (if applicable).

The prices presented on the Site include all taxes in the Territory for your purchase and will be presented in the page of finalization of the purchase before finalizing the order. Any taxes or fees and charges of a customs nature, payable outside the Territory, which may apply to you or your purchase, will be your responsibility.

Depending on your location, some transactions may require the conversion of foreign currency or processing in another country, and your bank may charge additional charges for its services, so you should contact the respective bank for details.

We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms and Conditions. If there is a conflict between the terms for a valid promotion and these Terms and Conditions, the promotion terms will govern.

Payment

We accept bank payments only. All payments shall be in the currency indicated in the cart on the Site or in the invoice provided by sales specialist.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

Renewable Subscriptions

If you have subscribed to an automatic renewal product, after renewal you will be charged the price for the new period, according to the payment method chosen, and a communication confirming the renewal of the subscription will be sent to you, unless you have chosen to cancel it.

Noventiq will provide you with instructions on how to cancel the subscribed products. You must cancel subscription before the renewal date to avoid the payment due for the renewal of the subscription.

Delivery of Products

Depending on the product you choose, it may be delivered via the electronic delivery or physical shipment.

For successful orders placed on the Site and confirmed by us via email, the estimated time for delivery (electronic or physical) will be indicated in the cart when placing the order. All expected delivery dates are estimates only. We shall not be liable for any loss or damage incurred or suffered by the customer as a result of any late delivery. In case of any dispute, our determination shall be final.

In the case of electronic delivery, the product and all information necessary to use it will be delivered to the email address you specified when placing your order or linked to your account during registration.

Physical shipping is available solely to addresses in the Territory. All shipping costs are borne by you and the corresponding price information is displayed next to the shipping method on the Site. In case where the deliveries are delayed due to unforeseen circumstances, we or our delivery partners will contact you to reschedule the delivery. In case of failed delivery, we will attempt to re-deliver your order again. If all delivery attempts are unsuccessful, your order will be cancelled and refunded, but any shipping costs incurred for such delivery attempts will be borne by you. We shall not be responsible for any failed or incorrect deliveries resulting from your provision of inaccurate delivery information.

Title to the products shall remain vested in us until and unless we receive full payment of the price of the product, and all risk (including risk of loss, theft, or damage) shall pass to you upon delivery / collection of the product (as the case may be).

We only deliver products to end consumers. We do not sell products for resale purposes. By placing an order with us, you undertake and warrant that the purchase of any product is not carried out in the course of your professional activity and is intended strictly for personal use. If we have grounds to believe that you are not purchasing products as an end user, we reserve the right to decline or cancel your order.

Refund Policy

Without our prior consent, all orders placed by you on the Site are non-cancellable and non-refundable.

To the maximum extent permitted by applicable law, we do not accept returns of products purchased by you on the Site.

Notwithstanding the foregoing, if you have any complaints about the products, please direct them to the addresses provided at the end of these Terms and Conditions and we will try to handle them or to advise you on the most convenient way to resolve them, but, in any case, we will not be responsible for resolving these claims.

Noventiq may also enforce a separate Product Return Policy and Order Cancellation Policy and publish them on the Site. In this case, these policies will completely supersede the terms of this "Returns Policy" section.

Warranty and Disclaimers

Noventiq is not a manufacturer (developer) of products, and does not provide its own warranty for products, in addition to the warranties that may be provided by the manufacturer (developer). Only the manufacturer (developer) provides a warranty for products, and all terms and conditions of such warranty will be governed by the manufacturer's (developer's) documentation, including, but not limited to, warranty documents and agreements with the manufacturer (EULA, SLA, etc.). Noventiq can assist you in finding out the addresses of service centers and support centers of the manufacturer (developer), but will not accept and process your warranty requests directly.

OTHER THAN EXPRESSLY STATED HEREIN OR REQUIRED BY LAW, ALL PRODUCTS OFFERED ON THIS SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. 

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW.

Limitation of Liability

NEITHER NOVENTIQ NOR ANY OUR LICENSORS AND SUPPLIERS, WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, INCLUDING LOST PROFITS OR REVENUES, DIMINUTION IN VALUE ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, LOSS OF DATA, PRIVACY OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE NOVENTIQ‘S OR OUR LICENSORS' AND SUPPLIERS’ INTELLECTUAL PROPERTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NOVENTIQ HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW.

IN NO EVENT WILL NOVENTIQ'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE PRODUCTS EXCEED THE AMOUNTS YOU HAVE PAID TO NOVENTIQ FOR THESE PRODUCTS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NOVENTIQ AND YOU.

The limitation of liability set forth above shall apply to the maximum extent permitted by applicable law.

Force Majeure

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms and Conditions, for any failure or delay in our performance under these Terms and Conditions when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Personal Data

You acknowledge and agree that in order to process and follow up your orders and payments and for other related purposes notified to you, we will collect, use, and/or disclose your personal data voluntarily submitted by you. The personal data includes, without limitation, your name, phone number, delivery address, and date of your purchase etc.

In addition, in order to deliver the products to you or the recipient designated by you, we will share with third-party partners personal data relating to you and the recipient designated by you, including your name, phone number, delivery address, the product name, price and date of the purchase, etc.

If you place an order for other people, we will use, collect and process the information of the recipient designated by you, including but not limited to his/her name, delivery address and phone number. In doing so, you represent, undertake and warrant to us that:

• you have obtained consent from the designated recipient prior to your provision of their personal data to us;
• the designated recipient has agreed to share such personal data with the third-party partners by us for the purpose of processing the order;
• you are validly acting on behalf of such individuals and that you have the authority to provide their personal data to Noventiq for the purpose of placing and processing the order; and
• the personal data provided by you is accurate.

Please read the Privacy Notice carefully to understand how Noventiq collects, uses and discloses information about its customers.

Intellectual Property Rights

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Term and Termination

These Terms and Conditions shall remain in full force and effect while you use the Site and-or your purchase transaction proceeds. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE, TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Modifications and Interruptions

Noventiq may change these Terms and Conditions at any time and without notice to you. These Terms and Conditions in force at the time you place an order regulate the acquisition transaction by you and have contractual value between the parties, so you should read them whenever he uses the Store. In the case of automatically renewable subscriptions for products, before their renewal, you must review these Terms and Conditions, because they may have been changed.

Noventiq also reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of products without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or products.

We cannot guarantee the Site and products will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

Governing Law and Dispute Resolution

Governing Law. These terms shall be governed by and defined following the laws of Poland. If the laws of the country in which you are located require their mandatory application to your relationship with Noventiq or to your purchases under these Terms and Conditions, then Noventiq excludes the application of such laws to the maximum extent permitted.

Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each "Dispute" and collectively, the “Disputes”) brought by either you or us, the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by applicable courts in Poland. The language of the proceedings shall be English.

Restrictions. The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures: and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration. The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

General Terms

Assignment. Noventiq may freely assign or transfer these Terms and Conditions without restriction. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms and Conditions. Subject to the foregoing, these Terms and Conditions will bind and inure to the benefit of the parties, their successors and permitted assigns.

No Waivers. The failure by us to enforce any right or provision of these Terms and Conditions will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Noventiq.

No Third-Party Beneficiaries. These Terms and Conditions do not and are not intended to confer any rights or remedies upon any person other than you.

Notices. We may provide any notice to you under these Terms and Conditions by: (i) sending a message to the email address that receives an order confirmation email; (ii) sending a message to a current email address that we have acknowledged receiving from you; or (iii) by posting to the Site. Notices sent by email will be effective when we send the email, and notices posted to the Site will be effective upon posting. It is your responsibility to keep your email address current.

To give us notice under these Terms and Conditions, you must contact us as follows: by personal delivery, overnight courier, or registered or certified mail to the addresses given in details below in these Terms and Conditions and Conditions. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by registered or certified mail will be effective three business days after they are sent.

Severability. If any provision of these Terms and Conditions is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and Conditions and will not affect the validity or enforceability of the remaining provisions of these Terms.

Product-Specific Terms and Conditions

If you purchase Microsoft CSP (Cloud Solution Provider) products from the Site, you expressly agree to the terms of the Microsoft Client Agreement, which is posted on the official website of Microsoft at the following address: https://www.microsoft.com/licensing/docs/customeragreement