Terms & Conditions – Software, Website and Services

 

1. DEFINITIONS AND INTERPRETATION OF TERMS

 

1.1. The Company means the business corporation Wipenex IT Private Limited, Company registration No.: U72900JH2016PTC009400, with its registered office at C1/01 Mahato Market, Bypass Road, Chas, Bokaro(827013). registered with the ROC Jharkhand.

 

1.2. The Customer means any business corporation or natural person conducting a business who purchased and/or uses the Service and Software Product of the Company. So as to avoid doubt, it is stipulated that every person identifying him/herself with respect to the Company under its company registration number is considered an entrepreneur. In accordance with this provision, the acquirer to whom the licence for the Software Product was transferred by the original Customer also becomes a customer.

 

1.3. The Software Product and Services means a data file, including the software of the Company and also all previous upgrades and plugins that have been provided to the Customer by the Company for in making his product or in giving services. The Software and IT Services is not the subject of purchase whole with source code; only the right to use its work and application or the licence is provided.

 

1.4. The Product is a collective term for the Software Product and the Services of the Company. Up-to-date information on the various Products is available on the Company website. In the event of any questions about the Products, the Customer can also contact the Company’s Representative, the Company’s contact points (a contact list is posted on the Company website) or the Company’s call centre.

 

1.5. The Representative means an agent or an employee of the Company through which the Customer can, among other things, order a request for the Company’s Software Product.

 

1.6. The Licensing Agreement means an Agreement between the Company and the Customer, under which the Customer is granted a licence or a maintenance cost for the Software Product and Services.

 

1.7. The Parties mean the Company on the one hand and the Customer on the other. So as to avoid doubt, both Parties declare that they conclude the Licensing Agreement in connection with their business.

 

3. CONCLUSION OF LICENSING AGREEMENT; PAYMENT AND DELIVERY TERMS AND CONDITIONS

3.1. The Customer is entitled to order the Software Product and Services in the following manner:

a) by a written order delivered to the Company or a scanned written order delivered to
the Company’s email address indicated for this purpose on the Company website,

b) by an electronic order through the Company’s web interface,

c) by telephone, on condition that all the essential elements set out below are agreed on and provided, and accepted by the Customer and the Company,
and on condition that the Company makes this way of ordering a Software Product available in the country where the Customer intends to use the Software Product and Services.

3.2. The Parties consider the following details as essential elements to be included in the order:

a) Customer identification – company name/trade name, company registration number, registered office/place of business, email address of the Customer, name of the person representing the Customer, telephone number,

 

b) name of the Software Product and Services, where applicable, the version and period for which the licence for the Software Product is to be granted,

 

c) price and method of payment for the licence for the Software Product.

 

3.3. Agreement is concluded only at the time when, after the start of the installation and development process, the Customer accepts the General Terms and conditions of the Company relating to the Software Product and Services displayed there. The Customer may acquaint itself with the General Terms and conditions relating to the Software Products in advance on the Company website. Unless the Customer accepts the General Terms and conditions in question, the Customer is not permitted to take the Software Product and services, with respect to the section relating to the Software Product and Software.

 

3.4. The Customer agrees to the Company issuing the tax document (invoice) in electronic format. The Customer also agrees that, after the successful activation of the Software Product, the invoices (tax documents) are only sent to its customer account accessible on the Company’s web interface.

 

3.5. In the case of the first payment, the price of the licence for the Software Product is payable no later than 10 days after the invoice date, unless a different due date is indicated on the invoice, as follows:

a) online by card through a payment gateway, or

b) by a bank transfer to the Company Account.

 

3.6. In the case of the next payment for the licence for the Software Product, the Customer will pay the price for the licence for the Software Product by a bank transfer to the Company Account no later than on the 10th (tenth) day of the first month in the period for which the licence is paid for, unless a later due date is indicated on the invoice. In the event of a delay in payment for the licence for the Software Product, the Customer is also under an obligation to pay statutory interest on the late payment in accordance with the applicable legislation.

 

3.7. The Company is registered for GST. Along with the prices, the Company charges GST in the amount applicable at the time of the taxable transaction in accordance with the applicable legal regulations. The price including GST includes GST in the amount applicable on the date of the acceptance of the order.

 

3.8. Any payment made by the Customer to the Company Account will first be set off against the payment of any debts the Customer may have (regardless of the cause of the debts – i.e. reimbursement for damages, contractual penalty, etc.) and accessories, and then towards the price for the licence for the Software Product.

 

 

4. RIGHTS AND OBLIGATIONS OF THE CUSTOMER

4.1. The Customer is entitled to use the Software Product solely for its own needs and only for the purpose for which it was intended.

 

4.2. The Customer acknowledges that the software of the Software Product is owned by the Company.

 

4.3. The Customer is forbidden to tamper with the Software Products of the Company in any way, make any modifications thereto that are not related to the Customer’s settings, create copies, duplicates or imitations of the Software Product or interfere with the functioning of the Software Product in any way or perform any reverse engineering. The Customer is not entitled to rent or transfer the licence for the Software Product without the prior written consent of the Company.

 

4.4. A Customer who has concluded a valid Agreement with the Company is provided with a licence for the Software Product which is non-transferable, non-exclusive and valid in the country where the Customer uses the Software Product and which is provided only insofar as to permit the proper use of the Software Product by the Customer. The period for which the licence for the Software Product is granted is set out in the Licensing Agreement.

 

4.5. The Customer is under an obligation to inform the Company without undue delay of the following:

 

a) any change in its details, i.e. in its title/trade name/name, registered office/place of business or, where appropriate, other details provided to the Company in connection with this Agreement or any change thereof or during the performance of any Service provided by the Company;

 

b) any change of the contact person or replacement or discharge of the proxy or expiration of any authorisation which was granted by the Customer and which may be used when dealing with the Company; this obligation also applies to an authorisation, if any, to act on behalf of the Customer which has not yet been entered in the Commercial Register, another public register or a similar foreign register;

 

c) any facts and/or changes which may be reasonably assumed to have a significant impact on the provision of the Software Product by the Company or any changes or events which it may reasonably be assumed can adversely affect the Customer’s ability to fulfil its obligations to the Company (e.g. a request to open insolvency or enforcement proceedings against the Customer, etc.).

 

4.6. The Customer is required to acquaint itself without undue delay with the content of every message delivered to it by the Company, including messages delivered to its customer account accessible on the Company’s web interface. To this end, the Customer is under an obligation to check its customer account regularly.

 

4.7. The Customer is not entitled to use the Software Product in a way that could destroy, disable, overload, disrupt, damage or otherwise restrict or threaten the Software Product or the data network with which the Customer works when using the Software Product, or which could prevent, restrict or threaten the use of the Software Product by other customers.

4.8. The Customer is not entitled to use the logo, name, trade name or other details of the Company on any of its advertising or other materials without the prior written consent of the Company.

 

4.9. The Customer is encouraged to back up and archive data obtained through the Software Product regularly and then verify whether an error-free data backup was created.

4.10. The Customer acknowledges that failure to use the Software Product, if any, does not give rise to any compensation, refund, discount or reduction in the price of the licence for the Software Product or a refund of any payments by the Company.

 

5. RIGHTS AND OBLIGATIONS OF THE COMPANY

5.1. Because of the nature of the Software Product, the Company reserves the right to:

a) modify the Software Product in order to improve its quality,

 

b) change the technical parameters of the Software Product, if this is necessary for its full functionality.

 

5.2. The Company is entitled to suspend or restrict the operation of the Software Product for the period necessary for maintenance or repair of the Software Product or in the event of a breach of security and integrity of the Software Product, for data protection purposes or when a threat or vulnerability is detected, or upon the decision of a state authority, in emergency situations or because of other important public interests.

 

5.3. The Company is also entitled to restrict or suspend the operation of the Software Product without prior notice to the Customer in the event that:

 

a) the Customer fails to pay the price of the Software Product duly and in a timely manner;

b) the Customer uses the Software Product in a way that may negatively affect the functioning of the Software Product or its integrity or quality with respect to other customers;

c) there are reasonable grounds to suspect that the Customer is misusing the Software Product that has been provided.

 

5.5. The Company is entitled to collect, process and store information about the use and operation of the Software Product.