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Paddle Buyer Terms and Conditions

Paddle.com Market Limited

15 Briery Close
Great Oakley
Corby
Northamptonshire
NN18 8JG
United Kingdom

Paddle Payments Limited

Core B, Block 71
The Plaza
Park West
Dublin 12
Ireland

Last updated 1 October 2020

Introduction to our Services

These terms and conditions create a contract between you and Paddle (“Agreement”) and govern your use of the Services.

Paddle is the Merchant of Record for the Seller and authorised reseller of the Product which means that you acquire the Product from Paddle using the Services, but it is licensed by the Seller.

This Agreement forms part of and should be read in conjunction with the Seller Agreement. Where there is a conflict between the terms of the Seller Agreement and this Agreement, the terms of this Agreement shall prevail.

Please read the Agreement carefully. By placing an order with us, you agree to the terms and conditions set out in both this Agreement and the Seller Agreement.

Where a Product is digital content which is available for immediate download, by downloading the Product, you consent to immediate performance of this Agreement and acknowledge that you will lose your right of withdrawal from this Agreement once the download or streaming of the digital content has begun.

If you are a Consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in this Agreement, including the Governing Law clause, affects your rights as a Consumer to rely on such mandatory provisions of local law.

Definitions and interpretation

“Business”  means a Buyer who is purchasing the Product or using the Services in connection with their trade, business, craft or profession;

“Buyer(s)”  means Invoiced Buyer and Checkout Buyer;

"Charges"  means all payments due by the Checkout Buyer to the Seller under or pursuant to the Seller Agreement;

“Checkout Buyer”  you are a Checkout Buyer if you purchase the Product via Paddle’s e-commerce checkout, usually accessed via the Seller’s website;

"Confidential Information"  means any commercial, financial or technical information, information relating to the Product, the Services, plans or strategy, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to this Agreement;

“Consumer”  means a Buyer who is purchasing the Product or using the Services wholly or mainly for their personal use;

“Invoiced Buyer”  you are an Invoiced Buyer if you receive an invoice from Paddle (as Merchant of Record) and pay for the Product following the instructions set out in the invoice;

"Paddle"  means, where the Seller is trading from the United Kingdom, Paddle Payments Limited (incorporated in Ireland with company number 572448) and otherwise Paddle.com Market Limited (incorporated in England and Wales with Company number 8172165);

"Product"  means the Seller's software or digital product(s) and/or content and licensed for use by the Buyer under the terms of the Seller Agreement;

"Seller"  means the licensor of the Product and the Seller under the Seller Agreement;

"Seller Agreement"  means the agreement between the Seller and the Buyer for the supply of the Product;

“Services”  means Paddle’s services through which you can buy, get, licence, rent or subscribe to the Product; and

“Transaction”  means acquiring the Product via our Services for free or for a charge.

TERMS APPLICABLE TO CHECKOUT BUYERS

Payment and taxes

Paddle will charge your chosen payment method (such as your credit card, debit card, PayPal account or any other methods available) for any paid Transactions, including any applicable taxes according to the tax jurisdiction in which the Transaction is taken place. If you pre-order the Product, you’ll be charged upfront, during which time you can request a refund for whatever reason until the content is delivered, after which the standard refund policy applies.

You agree to receipt of all invoices and receipts in an electronic format, which includes email. Product prices may change at any time. If technical problems prevent or unreasonably delay delivery of the Product, your exclusive and sole remedy is either replacement of the Product or refund of the price paid, as determined by Paddle. When providing us with your information, you must ensure that it’s up-to-date and accurate. Paddle will not be responsible for the event of non-receipt of product due to incorrect information being provided. To make amendments to your order, please contact us here. We reserve the right to not fulfil and to cancel orders if we’re unable to obtain payment authorisation from the issuer of your payment card.

Chargebacks

We understand that there may be occasions where you may not recognise or wish to dispute a payment made to Paddle in relation to a Transaction.

Chargeback is a mechanism for your payment card issuer (at their discretion) to reclaim money from a retailer’s bank. This can allow your card issuer to provide you with a refund in a number of circumstances, including:

  • if you do not get the Product you paid for;

  • if you are charged the wrong amount, or charged twice by mistake;

  • if the payment was made fraudulently.

You agree to contact Paddle prior to raising a request for a chargeback or any dispute with your bank or card issuer in relation to any Transaction.

We recognise that chargebacks can happen for a variety of reasons. However, if you make a card payment through Paddle, and later dispute a legitimate charge by raising a chargeback without merit or legitimate reason (as determined at our sole discretion), whether fraudulently or otherwise, then we reserve the right to blacklist you from our platform by providing compelling evidence to refute your invalid chargeback request.

Termination and suspension of Services

If you fail, or Paddle suspects that you have failed, to comply with any of the provisions of this Agreement, Paddle may, without notice to you: (i) terminate this Agreement, and you will remain liable for all amounts due up to and including the date of termination; and/or (ii) terminate your license to the software; and/or (iii) preclude your access to the Services. Paddle further reserves the right to modify, suspend, or discontinue the Services (or any part thereof) at any time with or without notice to you, and Paddle will not be liable to you or to any third party should it exercise such rights. To the extent possible, Paddle will warn you in advance of any modification, suspension or discontinuance of the Service. Termination of the Service will not affect any rights accrued thereunder or the Product that you have already acquired.

Where Paddle suspects that fraudulent activities are being conducted by you, we have the right to cancel and block your usage of our Services without notice. Paddle may also liaise with relevant authorities for law enforcement and financial crime prevention reasons and pass your details on to authorities should evidence be found confirming malicious or fraudulent or other criminal activity.

TERMS APPLICABLE TO INVOICED BUYERS

Payments and Invoicing

The Invoiced Buyer acknowledges and agrees that, in its capacity as the Seller's authorised merchant of record, all Charges under the Seller Agreement are to be paid to Paddle.

As the Seller's merchant of record, Paddle will invoice the Invoiced Buyer as notified by the Seller and the Invoiced Buyer shall pay such invoices to Paddle by electronic transfer to the bank account details included in the invoice or other payment method indicated in the invoice (such as credit or debit card, PayPal or local payment methods).

The Seller acknowledges and agrees that payment to Paddle will be deemed to be payment of the relevant amount due from the Invoiced Buyer pursuant to the Seller Agreement and receipt of the relevant payment by Paddle will be a discharge of the Invoiced Buyer's obligation to pay the same.

Where any credit or refund is to be given to an Invoiced Buyer pursuant to the Seller Agreement, Paddle will make such credit or refund on receipt of funds from the Seller to do so. The Invoiced Buyer acknowledges that Paddle shall have no liability to effect such credit or refund unless and until it is funded by or on behalf of the Seller to do so.

If any payment is not made by the Invoiced Buyer on the due date the Invoiced Buyer shall pay interest accruing at the rate specified in the Seller Agreement.

Termination

This Agreement will terminate automatically on termination or expiry of the Seller Agreement.

Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.

MISCELLANEOUS TERMS APPLICABLE TO ALL SERVICES

License of Paddle Content

Software licenses are provided to you by Paddle on behalf of Sellers with Paddle acting as merchant of record and licensing the Product from the Seller.

If you’re dissatisfied with the Product, then your exclusive and sole remedy is either replacement of the Product or refund of the price paid.

Paddle is responsible for providing first tier aftersales support to you, this includes billing and order-related support. Sellers are responsible for providing all other on-going maintenance and support for the Product.

Consumer Right to Cancel

If you are a Consumer, you have the right to cancel this Agreement and return the Product within 14 days without giving any reason. The cancellation period will expire after 14 days from the day of completion of the Transaction.

To cancel your order, you must inform us of your decision. To ensure immediate processing, please do so by contacting us here. Subscription services can only be cancelled following the initial subscription and not upon each automatic renewal. You also have the right to inform us using the model cancellation form below or by making any other clear statement. If you use our “Contact Us” form online, we will communicate acknowledgment of receipt of your cancellation request to you without delay.

To Paddle.Com Market Limited, Buyer Support Team, 70 Wilson Street, London, EC2A 2DB

I hereby give notice that I cancel my contract of sale of the following Products

Ordered on

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper),

Date

Effect of Cancellation

If you cancel this Agreement, we will reimburse to you all payments received from you.

We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this Agreement.

We will make the reimbursement using the same means of payment as you used for the initial transaction and you will not incur any fees as a result of the reimbursement.

Exception to the Right to Cancel

Your right as a Consumer to cancel your order does not apply to digital products after you have started to download or stream these and to Products which you have had the benefit of.

Refund Policy

Refunds are provided at the sole discretion of Paddle and on a case-by-case basis and may be refused. Paddle will refuse a refund request if we find evidence of fraud, refund abuse, or other manipulative behaviour that entitles Paddle to counterclaim the refund.

This does not affect your rights as a Consumer in relation to Products which are not as described, faulty or not fit for purpose.

Payment by Wire Transfer

It’s your responsibility to provide us with the correct payment details (your unique bank transfer reference number), Company VAT/Sales Tax code and order information to avoid delays in your order fulfilment, as we may be unable to reconcile or refund such transactions. Orders, where payments are made via wire transfer, are not protected under the CCA (Consumer Credit Act) and are therefore not eligible for a refund. However, in cases where the transaction amount including Sales Tax or where the Sales Tax Refund is above $/£/€100, you may be entitled to a refund including the Sales Tax you paid, at Paddle’s discretion.

Indirect Sales Tax refund policy

If you’ve been charged Sales Tax on your purchase and are registered for Sales Tax in the country of purchase, you may be entitled to a refund of the Sales Tax amount if permitted by the laws applicable in such country. Sales Taxes include VAT, GST, Consumption Tax and others as added from time to time. For Wire Transfers, please refer to the Wire Transfer section above for more information regarding eligibility.

You must contact Paddle within 60 days after completing the purchase to be eligible for a Sales Tax refund. This refund will only be processed upon the provision of a valid Sales Tax code for your country.

All refund requests received after 60 days from the date of the transaction will not be processed.

Subscriptions

Paddle’s Services may allow you to purchase access to Product on a subscription basis (“Paid Subscriptions”). Paid Subscriptions automatically renew until cancelled. We’ll notify you if the price of a Paid Subscription increases and, if required, seek your consent to continue. You’ll be charged between 00:00 and 01:00 (UTC) on the day of the Paid Subscription period. If you wish to cancel your subscription, by contacting us here at least 48 hours before the end of the billing period. Please make sure you provide your order number and the email address used to purchase your order. Your cancellation will take effect at the next payment date. There are no refunds on unused subscription periods.

Certain Paid Subscriptions may offer a free trial before charging you. If you decide to unsubscribe from a Paid Subscription before we start charging your payment method, you must cancel the subscription before the expiration of the trial period by contacting us here. If we cannot charge your payment method for any reason (such as expiration or insufficient funds), and you have not cancelled your Paid Subscription, you remain responsible for any uncollected amounts. We reserve the right to cancel your Paid Subscription if we are unable to successfully charge your payment method to renew your subscription.

Buyers domiciled in the United States

Paddle.com Inc, which is a fully owned subsidiary of Paddle, is responsible for managing all payments made by Buyers domiciled in the United States (US Buyers) and for assessing the necessary sales tax payable. For US Buyers, Paddle.com Inc will be responsible for providing customer support and all returns, refunds and chargebacks

Contract Changes

Paddle reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on your use of the Services. Such modifications and additional terms and conditions will be communicated to you and if accepted, will be effective immediately and will be incorporated into this Agreement. In the event you refuse to accept such changes, Paddle will have the right to terminate the Agreement.

Transfer to Seller

This Agreement and Paddle’s rights and obligations under this Agreement will be transferred automatically to the Seller upon receipt of a written notice from the Seller requesting the transfer. In such circumstances:

  • The Seller agrees to be bound by this Agreement in every way as if it were the original party to it in place of Paddle

  • You will perform the Agreement and be bound by its terms in every way as if the Seller were the original party to it in place of Paddle.

Third party materials

Paddle is not responsible or liable for third party materials included within or linked from the Product or the Services.

Intellectual Property

You agree that the Services, including but not limited to content, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Services, contain proprietary information and material that is owned by Paddle and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for in compliance with this Agreement. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted by this Agreement. You agree not to modify, rent, loan, sell, or distribute the Services or Product in any manner, and you shall not exploit the Services in any manner not expressly authorised.

The Paddle name, the Paddle logo and other Paddle trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of Paddle in the U.K. and other countries throughout the world, you are granted no right or license with respect to any of the aforesaid trademarks.

Copyright notice

If you believe that any Products available through the Services infringe a copyright claimed by you, please contact Paddle at help@paddle.com.

Responsibilities and Limitation of Liability

Paddle disclaims any and all warranties, express, implied or statutory regarding the Services to the full extent permitted by law and in particular does not warrant that:

i) your use of the Services will be uninterrupted or error-free; ii) the Services will be free from loss, corruption, attack, viruses, interference, hacking or other security intrusion which shall be events of Force Majeure, and Paddle disclaims any liability relating thereto. You shall be responsible for backing up your own system, including any Product purchased, acquired or rented using the Service.

In no event will Paddle, its partners, service providers, affiliates or any of their respective directors, officers, employees or agents be liable to the Buyer or the Seller for any special, incidental, indirect, punitive, exemplary or consequential damages, whether foreseeable or unforeseeable, which may arise out of or in connection with this Agreement, regardless of whether either party has been apprised of the possibility or likelihood of such damages occurring, or whether claims are based or remedies are sought in contract or tort otherwise.

Waiver and Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of these terms remain in full force and effect. Paddle's acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive Paddle's right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of Paddle to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

Confidentiality

The parties agree that any Confidential Information provided under this Agreement shall be held and maintained in strict confidence. Each party agrees to protect the confidentiality of such information in a manner consistent with the way a reasonable person would protect similar Confidential Information.

Privacy

Paddle will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Buyer data, as described in Paddle’s Buyer Privacy Policy which can be found at https://paddle.com/privacy-buyers/ (or such other URL that Paddle may provide from time to time).

Governing law

Specifically excluded from application to this Agreement is the law known as the United Nations Convention on the International Sale of Goods.

Consumers resident in the United States

This Agreement and the relationship between you and Paddle, and all Transactions shall be governed by and construed under the laws of the State of New York, including its Uniform Commercial Code, without reference to conflict of laws principles.  Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, shall be finally settled by binding arbitration in New York, NY under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with said rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.  Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision

All other Consumers

Except to the extent amended by any provisions of the law of the country in which you are resident, this Agreement and the relationship between you and Paddle, and all Transactions shall be governed by the laws of the England and Wales.

Businesses

If you are a Business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.