Terms and Conditions of Purchase
Effective as of April 1, 2020
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 directly from Nextedy.
3. “Individual Consumer” means a natural person who purchases, or is otherwise in a contractual relationship or deals with Nextedy in relation to, Nextedy Products outside the scope of his or her trade, business, craft or profession.
4. “Nextedy” means:
Nextedy Systems s.r.o., with its registered office at Pernerova 697/35, Prague, 186 00, Czech Republic, registered with Commercial Register kept by the Municipal Court of Prague, Section C, file 303742, ID.Nr.: 057 85359.
6. “Nextedy Marketplace” means any platform at which Nextedy markets Products, including the website https://www.nextedy.com/products or any other Nextedy Website.
7. “Nextedy Website” or “Site” means any website that is the property of Nextedy Systems s.r.o.
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 with Nextedy.
For orders placed online on Nextedy Website, the entity with which Customer is contracting is shown on the web page https://www.nextedy.com/contact/. For orders placed by email, the entity with which Customer is contracting is shown on invoice issued to Customer by Nextedy.
Orders placed by Customer with a reseller of Nextedy are subject to terms and conditions of purchase set forth by that reseller.
ORDER PLACEMENT AND ACCEPTANCE
Customer may place an order with Nextedy:
1. online on the Nextedy Website; or
2. email using the appropriate contact of Nextedy.
Order details shall be in English. Customer can modify order details before acceptance of Customer order by Nextedy by submitting a written notice to Nextedy. English is the preferred language for order-related enquiries.
Any order is not binding upon Nextedy until accepted by Nextedy. 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 Nextedy.
Any additional or conflicting terms on an order will not apply unless specifically agreed to in a separate written agreement signed by Nextedy.
PRICES AND PAYMENT TERMS
These terms apply to Products that are offered to Customer for a fee paid to Nextedy (“Paid Product”). In relation to Products developed by a third-party developer (“Developer”), additional terms agreed between the Developer and Customer may apply.
Nextedy, subject to its sole decision, sets prices for Products in one of the following currencies depending on Customer’s country: EUR, USD, or CZK.
Nextedy accepts major debit and credit cards (collectively, “Payment cards”) for online orders via third-party payment gateway providers, including, but not limited to GoPay. Nextedy 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 Nextedy on a monthly, quarterly, or annual basis (“Recurring Payments”), by purchasing Product requiring regular payments, Customer authorizes Nextedy 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 pay Recurring Payments. Customer can cancel Recurring Payments at any time by contacting Nextedy via email@example.com 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 Nextedy.
In relation to other forms of payment, Nextedy 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 Nextedy. Orders from newly registered corporate Customers and offline orders from individual Customers are subject to advance payment by wire transfer.
Nextedy ships no physical Products. Any details necessary to enable Customer to download and/or use the purchased Product will be delivered by Nextedy to Customer via email to an email address provided by Customer. Customer is responsible for providing Nextedy with a valid email address for delivery purposes.
Should Nextedy Products not be delivered immediately, Nextedy will use its commercially reasonable efforts to deliver Product purchased by Customer within 2 business days of the order acceptance. Nextedy 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 Nextedy sends Product email to the email address provided by Customer. Nextedy shall not be liable for any failure to deliver Product to Customer due to non-delivery of an email message concerning Product.
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 purchase is subject to any Local Tax, it can be added to the invoice. In such case, Nextedy reserves the right to use any global service provider, including Taxamo Checkout Limited Ltd. as its commissionaire to invoice Customer. Notwithstanding the foregoing, Nextedy 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 Nextedy 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 Nextedy or Taxamo Checkout Limited Ltd. under any invoice.
Any correction to an invoice due to 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. Nextedy 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 Nextedy suspends Customer’s access to Nextedy Products 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 Nextedy Products. During any period of suspension, Customer hereby agrees that Nextedy is entitled to charge Customer for the entire period for which Customer has placed an order for subscription to Nextedy Products.
WITHDRAWAL, REFUND AND SUPPORT
Any refund request following the Product purchase date will be subject to prior authorization by Nextedy, and acceptance of such request shall be at the sole discretion of Nextedy, unless otherwise provided by applicable law.
In case a Product shows any defects or does not function properly, Customer may contact Nextedy here:
For Product support: https://nextedy.freshdesk.com/.
Any Customer in the position of an Individual Consumer has the right to request that:
1. any defect is 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 his rights arising from a defect within twenty-four months from the purchase. If a defect occurs within six months, the Product is presumed to have already been defective upon purchase.
You can withdraw from the Product purchase as an Individual Consumer without giving any reason within 14 days form acceptance of the Customer order. We recommend you sending the notification of the withdrawal from the Product purchase via email to firstname.lastname@example.org. You are must also return the license key to the Nextedy Product(s) and ensure it will not be further used.
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 Nextedy 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.
Nextedy will not be liable to Customer for any failure to provide Product, as a result of any government action that Nextedy reasonably believes may adversely impact its obligations under these Purchase Terms, business or reputation.
No terms and conditions other than the terms and conditions contained herein shall be binding upon Nextedy, unless explicitly accepted by Nextedy in writing and signed by the duly authorized representative of Nextedy. If Customer’s terms and conditions of purchase are different from or 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 Nextedy.
These Purchase Terms are subject to change at any time by Nextedy by posting the updated Purchase Terms on a Nextedy 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 the laws of Czech Republic, without reference to conflict of laws principles, and the parties agree that any litigation relating to these Purchase Terms may only be brought in, and shall be subject to the jurisdiction of, any Court of Czech Republic, 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.
Nextedy 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 Nextedy’s Affiliate.
In connection with purchase of Products by Customer, Nextedy and Nextedy 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 Nextedy from piracy and unlawful use of Nextedy software or services;
3. To improve Nextedy offerings based on usage;
4. For internal evidence of Nextedy and to protect the rights and interests of Nextedy and other users;
5. To promote and market Nextedy software and services; and
6. To fulfil legal duties stipulated by accounting, taxation, and other laws.
For the above purposes, Nextedy 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 Nextedy Downloadable Software Product, or Nextedy Software as a Service.
Nextedy products and services often give Customer the option to provide feedback, such as suggestions, compliments, or problems encountered. Nextedy invites Customer to provide such feedback as well as to post comments on Nextedy website.
Transfer of Personal Data to third parties. Nextedy 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 Nextedy, 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. Resellers who are handling purchases of Nextedy products in a certain region. Information about the reseller obtaining Customer’s Personal Data is indicated to Customer before the transfer is made;
4. Other representatives of the same Customer; or
5. A third-party Product vendor.
Nextedy may communicate with Customers by sending them emails aiming to help avoid interruption of a service. Such examples include but 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 email@example.comPernerova 697/35