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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 18 September 2019

Introduction to our Services

This Agreement governs your use of Paddle’s services (“Services”), through which you can buy or subscribe to software, and other digital products.

Definitions and interpretation

“Business Buyer” you are a Business 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;

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

“Charges” means all payments due by the Business 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 these terms;

“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). Paddle acts is a merchant of record which means that you acquire the Product from Paddle, but it is licensed by the Seller;

“Product” means the Seller’s software or digital product(s) noted as such in the Schedule and licensed for use by the Buyer in 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 of which these Terms and Conditions form part; and

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

TERMS APPLICABLE TO CHECKOUT BUYERS

Payments, taxes and refunds

Each Transaction is an electronic contract between you and Paddle. By placing an order with us, you agree to these Terms and Conditions.

Paddle will charge your 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 this 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 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 not to fulfill and to cancel orders if we’re unable to obtain payment authorization from the issuer of your payment card.

From time to time, Paddle may refuse a refund request if we find evidence of fraud, refund abuse, or other manipulative behaviour that entitles Paddle to counterclaim the refund.

Checkout Buyer Refund Policy

If you’re a consumer, you have the right to revoke your contract and return purchases made from Paddle within 14 days of purchase for a full refund. Requests can be made by contacting us here.

This 14-day refund policy does not apply to all purchases. Some of the exemptions are:

  • Downloadable content (eg: video tutorials, e-books, pdfs)
  • Paddle can refuse a refund if we have evidence that the product has been consumed or benefitted from
  • Inability to run the software due to operator error
  • In the case of faulty digital goods, a full refund can be provided within 30 days.

Please note this is not an exhaustive list. Refunds are provided at the sole discretion of Paddle and on a case-by-case basis.

Chargeback Policy

  • If you make a purchase via Paddle.com you agree to these Terms and Conditions.
  • Chargebacks occur when your payment card provider reverses the transaction to return funds of which you claim is fraudulent or otherwise. 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 (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.
  • Unmerited chargebacks include but are not limited to: disputing a charge made in accordance with unauthorised activity; or requesting a chargeback without a legitimate reason.
  • We take a zero-tolerance approach to unmerited chargebacks, in respect of the individual seller policies and friendly fraud.
  • Paddle requires that our buyers first contact us for a refund before filing a dispute with their bank for any transaction. If a buyer directly raises a dispute with their bank without contacting us first, then this is a breach of our terms.

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 or Content 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 the Content 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 service 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 activity.

TERMS APPLICABLE TO BUSINESS BUYERS

Payments and Invoicing

The Business Buyer acknowledges and agrees that, in its capacity as the Seller’s authorised reseller of the Product, all Charges under the Seller Agreement are to be paid to Paddle.

As the Seller’s merchant of record and reseller, Paddle will invoice the Business Buyer as notified by the Seller and the Business 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 in terms of the Seller Agreement and receipt of the relevant payment by Paddle will be a discharge of the Business Buyer’s obligation to pay the same.

Where any credit or refund is to be given to a Business Buyer pursuant to the Seller Agreement, Paddle will make such credit or refund on receipt of funds from the Seller to do so. The Business 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 Business Buyer on the due date the Business Buyer shall pay interest accruing at the rate specified in the Seller Agreement.

Termination

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

Termination or expiry of these terms 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 maintenance and support for the Product.

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 fulfillment, 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) therefore are 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.

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.

Third party materials

Paddle is not responsible or liable for third party materials included within or linked from the Content 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 these Terms and Conditions. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted by these Terms and Conditions. You agree not to modify, rent, loan, sell, or distribute the Services or Content 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’re granted no right or license with respect to any of the aforesaid trademarks.

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

Responsibilities and Limitation of Liability

The Buyer acknowledges that the Seller and not Paddle, is responsible and liable for all matters relating to supply or quality of service and/or performance of the Product and Paddle shall accordingly have no liability arising in connection with any claims arising from such matters.

Paddle disclaims any and all warranties, express, implied or statutory regarding the services to the full extent permitted by law. Without limiting the generality of the foregoing, Paddle’s services are provided “as-is” and without warranties of any kind, including, without limitation, any warranties of performance or implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Further, Paddle does not make, and has not made, any representation or warranty that the services under the Seller Agreement are accurate, complete, reliable, current, error-free, or virus-free or that the operation of the services will be uninterrupted.

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 these Terms & Conditions, 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 these terms 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 these terms 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 these terms shall not constitute a waiver of such right or provision.

Confidentiality

The parties agree that any Confidential Information provided under these terms 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

Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Paddle, and all Transactions on the Services shall be governed by the laws of the England and Wales.