Terms and Conditions of Purchase
Version 24, effective as of February 24, 2022
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 and/or Plugin directly from SheenCloud.
3. “Individual Consumer” means an individual who purchases SheenCloud Products and/or Plugins, or is otherwise in a contractual relationship or deals with SheenCloud in relation to SheenCloud Products and/or Plugins outside the scope of their trade, business, craft or profession.
5. “SheenCloud Website” or “Site” means any website that is the property of SheenCloud Inc. including but not limited to everything hosted under the domains listed at https://www.sheencloud.com/websites/.
8. “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 SheenCloud.
For orders placed online on SheenCloud Website, the entity with which Customer is contracting is shown on the Order Checkout page above the “Place Order” button. For orders placed by email, the entity with which Customer is contracting is shown on an invoice issued to Customer by SheenCloud.
Orders placed by Customer with a SheenCloud reseller are subject to terms and conditions of purchase set forth by that reseller.
ORDER PLACEMENT AND ACCEPTANCE
Customer may place an order with SheenCloud:
- online on the SheenCloud Website; or
- by email using the appropriate contact information of SheenCloud.
Order details shall be in English. Customer can modify order details before acceptance of Customer’s order by SheenCloud by submitting a written notice to SheenCloud. English is the preferred language for order-related enquiries.
Any order is not binding upon SheenCloud until accepted by SheenCloud. Non-acceptance of an order may be the result of one of the following:
- failed payment;
- growing backlog or negative payment history;
- 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;
- ineligibility according to the order criteria (e.g. entitlement to upgrade or to certain Product or Plugin purchase options restricted to particular users or purpose of use); or
- for any reason at the sole discretion of SheenCloud.
Any additional or conflicting terms on an order will not apply unless specifically agreed to in a separate written agreement signed by SheenCloud.
PRICES AND PAYMENT TERMS
These terms apply to Products and Plugins that are offered to Customer in return for a fee paid to SheenCloud (“Paid Plugin”). In relation to Plugins developed by a third-party developer (“Developer”), additional terms agreed between the Developer and Customer may apply.
SheenCloud, at its sole discretion, sets the prices for Products and Paid Plugins in one of the following currencies depending on Customer’s country: USD, EUR, or CNY.
SheenCloud accepts major debit and credit cards (collectively, “Payment cards”) for online orders via third-party payment gateway providers, including, but not limited to, PayPal. SheenCloud 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 SheenCloud on a monthly, or annual basis (“Recurring Payments”), by purchasing Product or a Plugin requiring regular payments, Customer authorizes SheenCloud 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 at https://account.sheencloud.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 SheenCloud.
In relation to other forms of payment, SheenCloud 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 SheenCloud.
SheenCloud ships no physical Products or Plugins. Any details necessary to enable Customer to download and/or use the purchased Product or Plugin will be delivered by SheenCloud to Customer via email to the email address provided by Customer (and, in the case of Plugins, also made available to Customer via SheenCloud Website). Customer is responsible for providing SheenCloud with a valid email address for delivery purposes.
Should SheenCloud’ Products not be delivered immediately, SheenCloud will use its commercially reasonable efforts to deliver Product or a Plugin purchased by Customer within 2 business days of the order acceptance, unless otherwise provided by any agreement between SheenCloud and Customer. SheenCloud shall not be liable for any failure to deliver Product or Plugin within this timeframe.
Products or Plugins shall be deemed delivered to Customer immediately or on the date when SheenCloud sends a Product or a Plugin email to the email address provided by Customer. SheenCloud 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 and Plugin 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.
If there is a possibility to issue the invoice without Local Tax, Customer is obliged to provide SheenCloud 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 SheenCloud 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. SheenCloud 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 SheenCloud suspends Customer’s access to SheenCloud’ 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 SheenCloud’ Products and/or Plugins. During any period of suspension, Customer hereby agrees that SheenCloud is entitled to charge Customer for the entire period for which Customer has placed an order for subscription to SheenCloud Products and/or Plugins.
REFUND, WITHDRAWAL AND SUPPORT
Any refund request following the Product or Plugin purchase date will be subject to prior authorization by SheenCloud, and acceptance of such request shall be at the sole discretion of SheenCloud, unless otherwise provided by applicable law.
Any Customer in the position of an Individual Consumer has the right to withdraw from the Product or Plugin purchase contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of purchase (the day of conclusion of the contract). To exercise the right of withdrawal, Customer must inform SheenCloud of the decision to withdraw from the purchase by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). Customer may use the withdrawal button available in the SheenCloud Account, but it is not obligatory. If Customer uses this option, SheenCloud will communicate an acknowledgment of receipt of such a withdrawal via SheenCloud Account or on a durable medium (e.g. by e-mail) without delay.
To meet the withdrawal deadline, it is sufficient to send the communication concerning exercise of the right of withdrawal before the withdrawal period has expired. SheenCloud shall reimburse to Customer in the position of an Individual Customer all payments received, including the costs of delivery (with the exception of the supplementary costs resulting from such Customer’s choice of a type of delivery other than the least expensive type of standard delivery offered by SheenCloud), without undue delay and in any event not later than 14 days from the day on which SheenCloud is informed about the decision to withdraw from the purchase. SheenCloud will carry out such reimbursement using the same means of payment as the particular Customer used for the initial transaction, unless such a Customer has expressly agreed otherwise; in any event, Customer will not incur any fees as a result of such reimbursement.
If a Product and/or Plugin shows any defects or does not function properly, Customer may contact SheenCloud here:
For Product support: https://www.sheencloud.com/support/
Any Customer in the position of an Individual Consumer has the right to request:
- that any defect be removed without undue delay free of charge;
- if the removal is not possible, an appropriate discount corresponding to the actual malfunction of the Product and/or Plugin.
The above Individual Consumer rights are applicable only in respect to any defects or malfunctions existing at the time of the Product and/or Plugin 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 and/or Plugin is presumed to have already been defective upon purchase.
No terms and conditions other than the terms and conditions contained herein shall be binding upon SheenCloud, unless explicitly accepted by SheenCloud in writing and signed by a duly authorized representative of SheenCloud. 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 SheenCloud.
These Purchase Terms are subject to change at any time by SheenCloud by posting the updated Purchase Terms on a SheenCloud 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.
Nothing in this Purchase Terms limits any rights Customer in the position of an Individual Consumer might have under applicable consumer protection laws.
SheenCloud 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 SheenCloud Affiliate. If the foregoing is in breach of applicable consumer laws, Individual Consumers have the right to terminate their contract with SheenCloud.
In connection with purchase of Products and Plugins by Customer, SheenCloud and SheenCloud 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:
- To provide Customer with software services or information;
- To protect SheenCloud from piracy and unlawful use of SheenCloud software or services;
- To improve SheenCloud offerings based on usage;
- For internal evidence of SheenCloud and to protect the rights and interests of SheenCloud and other users;
- To promote and market SheenCloud software and services; and
- To fulfil legal duties stipulated by accounting, taxation, and other laws.
For the above purposes, SheenCloud 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 SheenCloud Downloadable Software Product, a Plugin, or SheenCloud Software as a Service.
SheenCloud products and services often give Customer the option to provide feedback, such as suggestions, compliments, or problems encountered. SheenCloud invites Customer to provide such feedback as well as to post comments on SheenCloud website, blogs, and discussion forums.
Transfer of Personal Data to third parties: SheenCloud 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, SheenCloud may send them Customer’s Personal Data. Personal Data collected from Customer is transferred to:
- A third-party payment provider to process payment transactions;
- A third-party cloud accounting service;
- Resellers who are handling purchases of SheenCloud products in a certain region. Information about the reseller obtaining Customer’s Personal Data is indicated to Customer before the transfer is made;
- Other representatives of the same Customer; or
- A third-party Plugin vendor.
SheenCloud may communicate with Customers by sending them emails aiming to help avoid interruption of a service. Such examples include but are not limited to:
- payment reminders;
- debt reminders;
- license expiration reminders;
- license delivery and confirmation emails;
- credit card expiration reminders about cards saved for automatic payments for licenses;
- purchase follow-ups requesting information about Customer’s company for enhancement of customer service;
- license assignment emails;
- administrator invitation emails; and
- purchase administration requests.
For any questions regarding these Purchase Terms, please contact us at firstname.lastname@example.org.