PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICE. BY USING THE SERVICE EACH CUSTOMER AGREES TO THESE TERMS OF SERVICE.
These Terms and Conditions (“Terms”, “Terms and Conditions”) govern your relationship with all purchases, services and solutions (the “Service”) operated by Palisis AG and its wholly owned subsidiaries Palisis Software SL and Palisis Americas Inc. (“us”, “we”, or “our”). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
1. DEFINITIONS
ACCOUNT
Account refers to the Service & Usage plans and features selected by you through our Service & Usage Plan Order.
ACCEPTABLE USE POLICY (AUP)
AUP refers to our acceptable use policy, as such policy may change from time to time.
PRIVACY POLICY
Privacy Policy refers to our privacy policy, as such policy may change from time to time.
SERVICE LEVEL AGREEMENT (SLA)
Service Level Agreement refers to a customer-specific, paid service level agreement, negotiated between the customer and Palisis.
2. POLICIES
ACCEPTABLE USE POLICY (AUP)
You will comply with the AUP. In the event you do not comply with the AUP, including without limitation any copyright infringement, we may suspend or terminate your access to the Service, in addition to such other remedies as we as the provider may have at law or pursuant to this Agreement. Neither this Agreement nor the AUP requires that we take any action against you or any other customer for violating the AUP, but we are free to take any such action it sees fit.
PRIVACY POLICY
The Privacy Policy applies only to the Service and does not apply to any third-party site or service linked to the Service or recommended or referred to through the Service or by our employees.
SERVICE LEVEL AGREEMENT
The Service Level Agreement applies only to the Service and does not apply to any third-party site or service linked to the Service or recommended or referred to through the Service or by our employees.
3. PURCHASES
If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchases.
We reserve the right to refuse or cancel your order at any time for certain reasons including but not limited to product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorised or illegal transaction is suspected.
4. HARDWARE DELIVERY AND INVOICING
Delivery of hardware is made by courier service to your address as specified in the order. Palisis is obliged, on receipt of the order and the corresponding payment for the fastest possible fulfilment of the contractual services, but no later than 60 days. All incidental import duties, fees and other related costs arising from the delivery and transportation of goods must be paid by you. The invoice for the both service and hardware are delivered to you electronically by e-mail if not agreed otherwise.
You agree to pay the amount owed for the hardware components ordered in advance by wire transfer or, in exceptional cases, to pay by credit card. You will cover all charges and fees in regard to the selected payment method.
5. AVAILABILITY, ERRORS AND INACCURACIES
We are constantly updating our offerings of products and services on the Service. The products or services available on our Service may be mispriced, described inaccurately, or unavailable, and we may experience delays in updating information on the Service and in our advertising on other websites.
We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through the Service may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.
7. SUBSCRIPTIONS
Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Palisis AG cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Palisis AG customer support team.
A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Palisis AG with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By submitting such payment information, you automatically authorize Palisis AG to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Palisis AG will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
8. FREE TRIAL
Palisis AG may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).
You may be required to enter your billing information in order to sign up for the Free Trial.
If you do enter your billing information when signing up for the Free Trial, you will not be charged by Palisis AG until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
At any time and without notice, Palisis AG reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
9. FEE CHANGES
Palisis AG, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
Palisis AG will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
10. REFUNDS
Except when required by law, paid Subscription fees are non-refundable.
11. CONTENT
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.
By posting Content to the Service, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.
You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
12. ACCOUNTS
When you create an account with us, you must provide us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
13. PAYMENT SERVICES (MARKETPAY)
Palisis may offer Marketpay, the Palisis Payment Service, to you, in order to make it easy for you to collect, process, and refund payments from customers. Marketpay is provided through Adyen N.V., a company registered in Amsterdam under number 34259528 and having its seat at Simon Carmiggeltstraat 6-50, 1011 DJ in Amsterdam, the Netherlands. By using Marketpay, you agree to be bound by the Terms and Conditions of Adyen N.V. Additionally, Partners who elect to use Marketpay must
- agree to the Terms and Conditions of Adyen N.V;
- not participate in activities listed in the “Restricted and Prohibited Products and Services” list accessible on adyen.com (as may be updated from time to time);
If your business is located in the United States, you agree to the Acquiring Addendum -Wells Fargo Bank, N.A., as a condition to using Palisis Marketpay.
If your business is located in Canada, you agree to the Acquiring Addendum -Wells Fargo Bank, N.A., Canadian Branch, as a condition to using Palisis Marketpay.
If your business is located in Australia, you agree to Page 9 of 32 “Combined Financial Services Guide and Product Disclosure Statement” set out by Adyen Australia Pty Limited.
14. INTELLECTUAL PROPERTY
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Palisis AG and its licensors. The Service is protected by copyright, trademark, and other laws of both Switzerland and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Palisis AG.
15. LINKS TO OTHER WEBSITES
Our Service may contain links to third-party websites or services that are not owned or controlled by Palisis AG.
Palisis AG has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Palisis AG shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.
16. TERMINATION
We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.
17. WARRANTIES
You warrant:
- that you have accurately identified yourself through your Account and will maintain the accuracy of such identification; and
- that you are a corporation or other business entity authorized to do business pursuant to applicable law or an individual 18 years or older.
Right to Do Business
You and us warrant that we have the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
18. LIMITATION OF LIABILITY
In no event shall Palisis AG, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorised access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
19. DISCLAIMER
Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Palisis AG, its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components, or d) the results of using the Service will meet your requirements.
20. GOVERNING LAW AND JURISDICTION
For agreements with Palisis AG, Switzerland, these Terms shall be governed and construed in accordance with the laws of Switzerland, without regard to its conflict of law provisions. The exclusive jurisdiction of the Swiss courts for any dispute arising out of, or in connection with this Agreement. Jurisdiction for disputes arising from this agreement is the location of Palisis AG in Uster (Switzerland).
For agreements with Palisis Americas Inc, United States these Terms shall be governed and construed in accordance with the laws of the United States, without regard to its conflict of law provisions. Jurisdiction for disputes arising from these agreements is the location of Palisis Americas Inc in Cambridge, MA (United States).
For agreements with Palisis Software SL, Spain these Terms shall be governed and construed in accordance with the laws of Spain, without regard to its conflict of law provisions. Jurisdiction for disputes arising from these agreements is the location of Palisis Software SL in Granada (Spain).
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have between us regarding the Service.
The application of the provisions of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
21. CHANGES
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is a material we will try to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
If you have any questions about these Terms and Conditions, please contact us