Last updated November 8th 2024
These Terms and Conditions (“SoaringStores Terms”) apply to the SoaringStores service order (“Service Order”) entered into between Customer (as identified on the Service Order) (“Customer,” “you,” or “your”) and SOARINGLEADS LLC (“Company,” “we,” “us” or “our”). The Service Order, together with these SoaringStores Terms sets forth the entire agreement, and understanding between the Company and the Customer with respect to the provision and use of the Services, and the same shall supersede all prior discussions and negotiations between the Parties with respect thereto. In case of any conflict between the SoaringStores Terms and any additional terms and conditions provided in the Service Order, the additional terms and conditions of the Service Order shall prevail. The Service Order, together with these SoaringStores Terms, is hereafter referred to as the “Agreement.” By signing the Service Order, you agree to be bound by all the terms and conditions of this Agreement.
1. Definitions and Interpretation
In this Agreement, words or expressions beginning with a capital letter will have the meaning as defined hereunder:
1.1. “Add-on Package” refers to the optional remote printing service offered by the Company. The Company offers multiple subscription plans for the Add-on Package, and the Customer can add any one of the available plans to their selected Base Package. If the Customer opts for an Add-on Package, the specific subscription plan will be detailed in the Service Order along with the Customer’s selected Base Package subscription plan.
1.2. “Ancillary Costs” refers to the sale price of the Hardware as specified in the Service Order, which shall be payable by the Customer.
1.3. “Base Package” refers to the managed online store service provided by the Company. The Base Package offers a suite of features tailored to establish and maintain an online store. The Company offers multiple subscription plans for the Base Package, and each subscription plan is tailored to accommodate diverse business needs and objectives. The specific subscription plan that is selected by the Customer under this Agreement shall be explicitly detailed in the Service Order.
1.4. “Hardware” refers to the equipment required to use the Add-on Package. By selecting an Add-on Package, the Customer agrees to purchase the Hardware from the Company as outlined in the Service Order.
1.5. “Overage Fee” refers to the additional fee that the Customer may be required to pay when the Customer’s usage of the remote printing service exceeds the limit specified in the Customer’s selected Add-on Package subscription plan.
1.6. “Party” refers to the Company and the Customer individually, as the context dictates.
1.7. “Parties” refers to the Company and the Customer collectively.
1.8. “Service(s)” refers to the services provided by the Company to its Customers under the Base Package and Add-on Package (if applicable) in accordance with this Agreement.
1.9. “Service Order” refers to the attached order form that details the specific Services that the Customer agrees to acquire from the Company subject to the provisions outlined in this Agreement.
1.10. “Subscription” refers to the provision of the Services by the Company to the Customer, as detailed in the Service Order, on a recurring monthly basis.
1.11. “Subscription Fee” refers to the recurring monthly fee for the Services specified in the Service Order.
1.12. “Subscription Plan(s)” individually and collectively refers to the distinct sets of Services provided by the Company under either the Base Package or the Add-on Package, as applicable.
1.13. “Total Fee” refers to the sum total of the monthly Subscription Fees and any ancillary costs that the Customer is obligated to pay to the Company, as itemized on the invoice(s) issued and provided by the Company to the Customer.
1.14. “Website” refers to the Company’s website located at https://soaringstores.com.
Any words or expressions used in this Agreement not defined above shall have the respective meanings given to them in this Agreement. The use of any masculine, feminine, or neuter gender and the singular or plural numbers in this Agreement shall refer to the gender and number as the context requires.
2. Eligibility
2.1. You must be at least eighteen (18) years of age, and you must have the capacity to enter into a binding legal agreement;
2.2. If you enter into this Agreement on behalf of a legal entity, you represent and warrant that you meet the criteria in Section 2.1 above, and you have the authority to act on behalf of the legal entity, including the authority to bind the former to this Agreement and all obligations arising from the use of the Service;
2.3. You also agree that you will only use the Service in accordance with this Agreement and as permitted by applicable law and regulations.
3. The Service
3.1. Base Package
The Company’s primary offering is the Base Package, which offers Customers their own managed online storefront. In order to enter into this Agreement, the Customer shall select one of the available Subscription Plans for the Base Package. By entering into this Agreement, the Customer acknowledges, understands, and agrees that:
3.1.1. Backend Access Restriction
The Customer will not receive any access to the backend of their online store.
3.1.2. Responsibility for Product Management
Customers shall be solely responsible for adding and updating their inventory. To facilitate this process, the Company will provide a Google Sheet where the Customers can input and update their product details.
3.1.3. Custom Changes to Online Store
The Company shall not be obliged to perform or execute any custom alterations, modifications, or changes to the Customer’s online store or the underlying platform to accommodate any specific requirements outlined, suggested, or requested by the Customer. The Services provided by the Company to the Customer shall adhere to the specifications detailed in the Customer’s selected Base Package subscription plan.
3.1.4. Modifications to the Company’s Platform
The Company, as the provider of the Service (a Software as a Service), expressly reserves the right to, without prior notice or any liability, make any alterations, modifications, improvements, or enhancements to the platform and user interface (“Modifications”). Such Modifications may include, but are not limited to, changes in design, functionality, accessibility, and user experience of the online store. The Customer hereby acknowledges and agrees that these Modifications are integral to the Service and consents to accept any and all such Modifications as they occur. If the Customer does not agree with any such Modifications, the Customer may request cancellation of his Subscription in accordance with the provisions of this Agreement.
3.1.5. Responsibility for Business Management
The Service provided by the Company under the Base Package does not extend to the management of the Customer’s business. The Customer assumes complete responsibility for:
3.1.5.1. Managing and operating the business conducted through the managed online storefront.
3.1.5.2. Fulfilling all obligations towards the end users of the online storefront, including but not limited to:
● Order fulfillment for products or services purchased through the online store.
● Handling returns, exchanges, and issuing refunds as per the online store policies.
● Managing any disputes or inquiries that may arise.
The Company’s role is strictly limited to the provision of the online store in accordance with the provisions of this Agreement and does not extend to the operational management of the Customer’s business.
3.1.6. Service Interruptions and Maintenance
The Company does not warrant uninterrupted, continuous access to the online store. There may be interruptions or periods during which the Service, including the online store, will be inaccessible due to scheduled and unscheduled maintenance, updates, system improvements, or unforeseen technical issues.
3.1.7. RELEASE
The Customer hereby unconditionally and irrevocably releases, acquits, and discharges the Company, its agents, representatives, employees, and any third parties acting under its authority from any and all liabilities, claims, allegations, damages, costs, losses, or expenses of whatever kind or nature, in law or equity, whether known or unknown, arising out of or in connection with any disruption, interruption, or malfunction of the Service. This includes but is not limited to, any scheduled or unscheduled maintenance, technical or other issues that may affect the operation of the Customer’s online store, and any potential orders that may have been received through the online store.
3.2. Add-on Package
The Company offers an optional Add-on Package, which includes remote printing capabilities for the Customer’s online store and the Hardware required for the remote printing. Customers who wish to avail of the remote printing service may select from one of the available Subscription Plans for the Add-on Package. The selected Subscription Plan for an Add-on Package will be added to the Customer’s Base Package Subscription Plan and will be billed in accordance with the provisions of Section 4 below. By electing the Add-on Package, the Customer acknowledges, understands and agrees that:
3.2.1. Remote Printing Credits
The Customer acknowledges and agrees that the remote printing credits (“Credits”) associated with the Customer’s selected Add-on Subscription Plan will be issued by the Company every 30 days starting from the commencement date. The Customer further understands and agrees that any unused Credits will expire at the end of each Subscription Term. The Customer acknowledges that it will not be permitted to carry forward any unused Credits into the subsequent Subscription Term. The Company shall not be responsible or liable for any loss resulting from the expiration of unused Credits.
3.2.2. Service Availability and Limitation of Liability
The Company shall make commercially reasonable efforts to provide the remote printing capabilities to the Customer as outlined in the Service Order. However, the Company does not guarantee, or represent that the remote printing service will be uninterrupted, timely, secure, or error-free. The Customer acknowledges and agrees that the remote printing capabilities may, from time to time, be adversely affected by factors and circumstances beyond the Company’s control, including but not limited to technical failures, acts of God, or force majeure events. The Company shall not be liable, under any circumstances, for any missed prints, errored prints, or any other issues arising from the use of the Service. The Customer agrees to use the Add-on Package at its own risk.
3.2.3. Please note that the terms and conditions of sale, warranty, and maintenance of the Hardware will be detailed in the Service Order. It is solely the Customer’s responsibility to carefully review these additional terms and conditions prior to purchasing the Hardware. If you do not wish to abide by these additional terms and conditions, please do not subscribe to the Add-on Package.
UNLESS EXPRESSLY SPECIFIED OTHERWISE, THE COMPANY’S RESPONSIBILITY IS LIMITED TO PROVIDING THE SERVICE FOR THE DURATION OF YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROVISIONS OUTLINED HEREIN. YOUR DECISION TO USE THE SERVICES IS ENTIRELY AT YOUR OWN RISK.
4. Subscription, Fees, Invoices, and Payments
4.1. Subscription Offer and Acceptance
4.1.1. The Customer hereby acknowledges, understands, and agrees that the submission of an order form through the Company’s Website only constitutes an offer to subscribe to the selected Service. The Customer further acknowledges that such order form submission does not automatically result in the acceptance of the offer by the Company.
4.1.2. The Customer’s offer to subscribe to the Service shall only be deemed accepted and binding upon the Company’s receipt of a fully executed copy of this Agreement and the full payment of the associated invoice by the Customer.
4.2. Fee Changes and Errors
4.2.1. The Company reserves the right to change its Subscription Fees or any Hardware price at its sole discretion (collectively “Fees”). Any changes in the Fees that require the Customer to pay more than what the Customer paid in the preceding month, the Company will notify the Customer of the new pricing by email. Please note that any changes in the Fees will only become effective from the next billing cycle of the Subscription.
4.2.2. If the Customer does not agree with any changes to the Fees, the Customer may request termination of his/her Subscription in accordance with the provisions of this Agreement. By continuing to use the Service after the effective date of the new Fees, the Customer agrees to pay the new Fees for the continued use of the Service.
4.2.3. Although we take care to ensure that all Fees specified on the Website are correct and current, the Customer acknowledges and agrees that errors in pricing are possible. If there is an error in the price of a Service you requested, we will contact you, and you will have the option to either proceed to enter into this Agreement at the correct price or cancel your request. We do not have any legal obligation to accept orders at a lower price due to any errors in pricing on our Website.
4.3. Invoicing, Payments and Cancellations
4.3.1. Invoicing
4.3.1.1. All Fees published on the Website are exclusive of applicable taxes. Once the Parties have agreed on the Services required by the Customer, the Company will provide the Customer with a Service Order along with the initial invoice. The Total Fee payable by the Customer, including applicable taxes, will be specified on the invoice issued by the Company.
4.3.1.2. The initial invoice will list the total Subscription Fee for the first month plus ancillary costs associated with the Add-on Package, if applicable.
4.3.1.3. The Company shall provide the Customer with a new invoice every thirty (30) consecutive days, starting from the invoice date of the initial invoice. Each such invoice will specify the Fees for the Services to be provided in the subsequent month, along with any overage fees that were incurred by the Customer in the previous month for an Add-on Package.
4.3.2. Automatic Renewal
4.3.2.1. The Customer understands and agrees that the Customer’s Subscription will automatically renew for a new month (‘automatic renewal’) until such time the Customer cancels it in accordance with the provisions of Section 5 below.
4.3.3. Payments
4.3.3.1. A Customer can pay the invoice using the payment methods specified in the Service Order.
4.3.3.2. Where the Customer pays for the Service using a credit or debit card, the Customer represents that s/he has the right to use the payment card to pay for the Subscription. The Customer is expressly prohibited from paying or attempting to pay for the Service through any unlawful means.
4.3.3.3. The Company shall be relieved of its obligation to provide the Services under this Agreement in the event of any non-payment of an invoice by the Customer.
5. Subscription Cancellation
5.1. Cancellations by Customer
To cancel your Subscription, please send your cancellation request to [email protected] with the words “Subscription Cancellation” in the subject line at least 30 days before the due date of your subscription renewal. If you fail to send your cancellation request to the Company at least 30 days before the end of your current Subscription term, you will be billed for the new Subscription term, and your cancellation will only become effective at the end of that month.
5.2. Cancellations by the Company
The Company reserves the right to cancel your Subscription without providing any reason by giving you a written notice, which notice shall be effective from the end of your current Subscription term. Notwithstanding any provision to the contrary herein, the Company reserves the right to terminate this Agreement and/or suspend the Customer’s access to the Service in the event that the Customer fails to pay any invoice(s) that are due and payable. Such termination or suspension shall remain in effect until such time as the Company has received payment in full for all outstanding amounts owed by the Customer.
5.3. Either Party may terminate this Agreement, effective immediately upon written notice, if the other Party:
5.3.1. files for bankruptcy, becomes insolvent or subject to an administration order or liquidation;
5.3.2. breaches any provision of this Agreement which, if capable of being cured, the breaching Party fails to cure within seven calendar days following its receipt of written notice of such breach.
5.4. Consequences of Cancellation
The termination of the Subscription and this Agreement will not discharge or relieve either Party from any obligation which accrued prior to the effective date of such termination, including the Customer’s obligation to pay the final invoice issued by the Company for any overage fees and Hardware sale price. The Company will not be liable for any damages incurred by the Customer as a result of the termination of the Subscription and this Agreement. The Customer hereby indemnifies the Company from any claims and liabilities arising from or associated with the termination of the Customer’s Subscription by the Company in accordance with the provisions of this Agreement.
5.5. Refund Policy
Unless required by applicable law, the Company is not under any obligation to issue any refunds. Please note that non-use of the Service is not a valid ground for a refund.
6. Free Trials and Promotional Offers
6.1. The Company may, at its sole discretion, offer any available Service to you on a free trial basis. Free trials are offered once per Customer for a fixed period only. To continue using the Service after the end of your free trial, you will be required to pay the Subscription Fee as listed on our Website. If you do not wish to be billed for the Subscription after the end of the free trial period, you must cancel the Subscription before the end of the free trial period. You understand and accept that your use of the Service during a free trial is subject to the provisions of this Agreement, and by joining a free trial, you agree to abide by all applicable provisions of this Agreement.
6.2. The Company may also offer special promotions with a different Fee than our standard offer. Please note that if you are currently making use of the Service under a special promotion, you will not qualify for another promotional offer until your current promotional offer term has elapsed. To avoid any doubt, you will not be eligible to benefit from the same promotional offer more than once.
7. Customer Content
7.1. Customer shall be solely responsible for any data, content, or material that the Customer provides the Company during the use of the Service (“Customer Content”). Please note that Customer Content does not include any Company Content’s Intellectual Property.
7.2. The Company acknowledges that Customer Content may include valuable trade secrets, and except as required for the provision of the Service, the Company will not (i) modify, adapt, translate, or create derivative works from any Customer Content, (ii) sublicense, distribute, rent or otherwise transfer Customer Content to any third party, (iii) disassemble, decompile, or reverse engineer Customer Content.
7.3. By providing Customer Content to the Company, the Customer represents and warrants that the Customer has all rights, licenses, and consents in the Customer Content as required by the applicable law.
7.4. The Customer agrees to indemnify and hold the Company harmless from any third-party claims arising from any Customer Content.
7.5. The Customer also represents and warrants that the Customer Content does not violate any applicable laws, regulations, or provisions of this Agreement.
8. Intellectual Property
8.1. The Company retains all intellectual property rights in the Website and its Services, including but not limited to text, graphics, audio-visual content, underlying technology, design, source code, and the like, as updated from time to time (“Company Content”).
8.2. All Company Content is subject to trademark, copyright, and other applicable intellectual property laws and international conventions. The Customer shall not (i) copy, modify, adapt, translate, or create derivative works from any Company Content, (ii) sublicense, distribute, rent or otherwise transfer the Company Content to any third party, (iii) disassemble, decompile, or reverse engineer the Company Content, (iv) remove or otherwise tamper with any proprietary rights notices affixed on to any Company Content.
8.3. The Company hereby grants the Customer a limited, personal, non-exclusive, non-transferable, revocable right to access and use the Company Content only in accordance with the provisions of this Agreement.
8.4. Excluding any Hardware purchased by the Customer, by subscribing to the Service, the Customer will not acquire any right, title, or interest in any Company Content.
8.5. The Customer acknowledges and agrees that any use or exploitation of the Company Content in violation of this provision may cause the Company irreparable injury, and the Company may seek remedy for breach of this provision either in equity or through injunctive or other equitable relief.
9. Subcontracting
The Company expressly reserves the right, at its sole discretion, to delegate, subcontract, or otherwise transfer any of its duties, responsibilities, or obligations under this Agreement to a third party. Such subcontracting shall not require the prior written consent of the Customer. The Company shall remain responsible for the performance of its subcontractors to the same extent as if the Company performed such obligations itself.
10. Prohibited Activities
The license grant and authorization to use the Website and Service are subject to the following conditions:
10.1. You will not use the Website or any Service for any unlawful purposes;
10.2. You will not use a Service in a manner that violates any provision of this Agreement;
10.3. You will not use our Service for the purposes of creating competitive service; 10.4. You will not infringe the copyright, trademark, trade secret, or other intellectual property rights of the Company or violate the privacy, publicity, or other personal rights of others;
11. Confidentiality
One Party (the “Receiving Party”) will not in any way disclose to any third party or use any Confidential Information of the other Party (the “Disclosing Party”) except as permitted hereunder.
11.1. Confidential Information
“Confidential Information” refers to all non-public and/or proprietary data of the Disclosing Party, including trade secrets and business and financial insights, whether marked as confidential or not.
Confidential Information will not include any information which:
11.1.1. Is now, or in the future, becomes generally known to the public by any means other than a breach of any confidentiality obligations of the Receiving Party;
11.1.2. Was rightfully in the Receiving Party’s possession without any obligation of confidentiality to or for the benefit of the Disclosing Party prior to disclosure under this Agreement, as evidenced by the Receiving Party’s records;
11.1.3. Is disclosed to the Receiving Party without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information without any obligation of confidentiality to or for the benefit of the Disclosing Party; or
11.1.4. Is independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information or any breach of this Agreement.
11.2. Permitted Disclosure
11.2.1. A Receiving Party may disclose a Disclosing Party’s Confidential Information to its officers, directors, employees, agents, or contractors (“Representatives”) who have a need to know such information in connection with the performance of the Receiving Party’s rights and obligations under this Agreement, provided that the Receiving Party informs its Representatives of its confidentiality obligations and such Representatives agree to be bound by them. The Receiving Party will remain liable for any breach of its confidentiality obligations by its Representatives.
11.2.2. The Receiving Party may also disclose the Confidential Information to the extent that it is legally required to do so pursuant to a subpoena, governmental demand, or other compulsory process and provided that the Receiving Party:
11.2.2.1. Notifies the Disclosing Party in writing reasonably in advance and provide reasonable detail as to the nature of the proposed disclosure; and
11.2.2.2. Reasonably cooperates, at the Disclosing Party’s sole expense, in the event the Disclosing Party chooses to seek a protective order or another remedy to prevent or limit the scope of the disclosure; and
11.2.2.3. Discloses the Confidential Information only to the extent legally required and uses reasonable efforts to seek confidential treatment of such information from the recipient.
11.3. Duty to Protect
11.3.1. The Receiving Party is under obligation to protect all Confidential Information using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information as the Receiving Party uses to protect its own Confidential Information of a similar nature.
11.3.2. In the event of any inadvertent disclosure, the Receiving Party shall use its best efforts to prevent further disclosure of such Confidential Information. The Receiving Party shall immediately notify the Disclosing Party of any inadvertent disclosure of Confidential Information. The Receiving Party or its authorized representatives shall not use the Confidential Information in any manner that would constitute a violation of any applicable laws or regulations.
11.4. Ownership of Confidential Information
All Confidential Information received by the Receiving Party from the Disclosing Party, including all copies and derivations thereof, shall remain the sole and exclusive property of the Disclosing Party. Upon termination of this Agreement, or upon the Disclosing Party’s request, the Receiving Party will promptly destroy or return all Confidential Information to the Disclosing Party (including all copies thereof in any medium) and shall certify in writing to the Disclosing Party that it has done so.
11.5. Survival
All confidentiality obligations of the Receiving Party in this Agreement are intended to survive the termination of this Agreement.
12. Disclaimer of Warranties
THE COMPANY PROVIDES THE SERVICES TO THE CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, FREEDOM FROM ERRORS, SUITABILITY, OR AVAILABILITY.
THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE SUCH SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS WITH YOU.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION SHALL APPLY TO ALL SERVICES PROVIDED BY THE COMPANY.
13. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTIES FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, LOSS OF BUSINESS REVENUE OR PROFITS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, DOWNTIME COSTS, LOSS OR DAMAGE TO DATA OR DOCUMENTATION, OR FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES EXCEEDING THE AMOUNTS PAID BY THE CUSTOMER TO THE COMPANY UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE INCIDENT OR CLAIM.
THE COMPANY’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE GOVERNED AND LIMITED BY THIS PROVISION. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. THE PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK AND ARE REFLECTIVE OF THE FEES CHARGED UNDER THIS AGREEMENT.
14. Indemnity
The Customer hereby agrees to indemnify, defend, and hold harmless the Company and its officers against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with Customer’s Content, Customer’s misuse of any Service, breach of this Agreement, or Customer’s violation of applicable law.
The Company may, at our sole discretion, assume the exclusive defense of any matter otherwise subject to indemnification. The Customer agrees that the Customer will not settle any claim without the express written consent of the Company.
15. Governing Law and Jurisdiction
The Agreement shall be governed by and constructed in accordance with the laws of Saint Lucia. Both Parties hereby agree to submit to the exclusive jurisdiction of the courts of law of Saint Lucia to resolve any disputes arising out of this Agreement.
16. Force Majeure
Except for the Customer’s payment obligations arising from this Agreement, neither Party will be liable for any failure or delay in performance under this Agreement which is due to any events beyond that Party’s control, including but not limited to natural disasters, war, epidemic, an act of terrorism, instructions of government authorities or judgment of the court. If, however, that Party is prevented from performing its obligations for thirty (30) days or more, then the other Party shall be entitled to terminate the Agreement with immediate effect on written notice to the non-performing Party at any time prior to the non-performing Party resuming the performance of its obligations.
Add-on Package – Additional Terms and Conditions
1. Terms of Sale
By electing to subscribe to the Add-on Package, the Customer is making an offer to purchase the Hardware from the Company subject to the conditions outlined hereunder:
1.1. Orders and Payments
The Company operates as a reseller of the Hardware. The Customer’s offer to purchase the Hardware will be considered accepted only upon the Company’s receipt of a fully executed copy of this Agreement, along with the complete payment of the invoice containing the Hardware sale price. In cases where the Customer chooses to pay for the Hardware in installments, the Customer remains obligated to pay the entire sale price of the Hardware even if they decide to unsubscribe before settling the balance.
1.2. Delivery
Delivery takes place on the date the Hardware passes into your physical control. Unless we make other arrangements with you, the Hardware will be delivered directly to your business address as provided by you. Any date for delivery of the Hardware indicated by us is an estimated date for delivery only. The Company will not be liable for any loss or damage if the Hardware is not delivered by the estimated delivery date. The delivery date of the Hardware will not impact the validity of this Agreement and shall not be a ground for termination of this Agreement. Where the ordered Hardware is sourced by the Company from different manufacturers or sellers, the Company reserves the right to deliver it to you in different packages and at different times.
1.3. Risk
At all times from the date of delivery, the Hardware is at your risk of loss or damage, and you are responsible for its safe custody.
1.4. Ownership
You do not own the Hardware until you have paid the full purchase price specified in the Service Order. Until you have given us full payment, you promise to store and deal with the Hardware safely and securely.
1.5. Refunds
All Hardware sales are deemed final, and unless the claim is eligible for a refund under the warranty, the Company is not under any obligation to issue any refunds for the Hardware.
2. Hardware Warranty
We offer a six-month warranty on all manufacturing defects for the Hardware. The warranty period begins from the date of delivery of the Hardware, and the warranty shall expire six months later. We do not offer any other guarantees, either expressed or implied unless expressly specified under this Agreement. Please note that the warranty does not cover any return shipping costs and customs duties for returning the Hardware to the manufacturer/seller from where the Company sourced the Hardware for the Customer. Any Hardware defects/faults must be reported to the Company within one week from the time the issue first arose. Any warranty claims submitted after the expiration of the warranty period will be disregarded.
To claim a warranty, you will be required to provide us with the following information:
● A detailed description of the fault/defect;
● What caused the fault/defect;
● Date when you first observed the fault/defect
The Company does not offer any warranty that the Hardware will be replaced with an identical Hardware. Where the Company is unable to repair or replace the Hardware under warranty, we will offer you a pro-rata refund in accordance with this Agreement less any return shipping fees and customs duties.
3. Hardware Maintenance
3.1. The Company shall provide remote monitoring services for the Hardware to ensure its proper functioning and performance. During the term of the Customer’s Add-on Package Subscription, the Company may, at its sole discretion, provide up to one (1) on-site visit at no additional cost to the Customer for the purpose of investigating and rectifying any issues related to the Hardware. 3.2. Any additional on-site visits beyond the one (1) free visit provided above will be charged at the hourly rate specified in the Service Order. Such charges will be included in the Customer’s invoice for the subsequent month.