15 Briery Close
Core B, Block 71
Last Updated 1 November 2019
(A) You are the owner of the Product (as defined below);
(B) Paddle is experienced in reselling digital and other content and services;
Now therefore the parties agree as follows:
“Acceptable Use” means activities which comply with Paddle’s acceptable use policy set out in https://paddle.com/support/what-products-am-i-not-allowed-to-sell-on-paddle (or such other URL that Paddle may provide from time to time);
“Account Balance” means all amounts due in the Vendor Account at any given time
“Balance Currency” means the currency which you select for you Vendor Account, typically in USD, EUR or GBP.
“Business Buyer” means an end customer who purchases the Product using Paddle Invoicing;
“Buyers” means Business Buyers and Checkout Buyers;
“Checkout Buyer” means an end customer who purchases the Product using the Paddle Checkout;
“Buyer Terms” means the terms set out in https://paddle.com/legal-buyers/ (or such other URL that Paddle may provide from time to time) which apply to both all Buyers;
“Confidential Information” means information, whether written or oral, in any form, including without limitation, information relating to the development, products, trade secrets, business plans, suppliers, customers, finances, personnel data, and other material or information considered proprietary by the disclosing party;
“Paddle Checkout” means the checkout that Checkout Buyers use to purchase the Product, it includes payment methods such as credit card, PayPal, alternative payment methods and bank transfer;
“Paddle Discount” means the margin for Services;
“Paddle Invoicing” means Paddle invoicing Business Buyers for the Product and collecting payment by bank transfer or other payment method. Invoices, accounts receivable and funds received are reconciled by Paddle and all information available on the Vendor Dashboard;
“Product” means your software product(s) agreed to be resold and distributed, and any subsequent updates and upgrades thereto and includes any associated integration or implementation costs and / or service fees;
“Sales Tax” means any indirect tax chargeable on the Product globally, including VAT, GST, Sales Tax and Sales & Use Tax;
“Seller Agreement” means an agreement between you and a Buyer for the supply of the relevant Product;
“Services” means the services provided by Paddle in terms of Clause 3;
“Suggested Retail Price” or “SRP” means the recommended price for the Product;
“Trademarks” means your trademarks, service marks, trade names and logotypes;
“Vendor Account” means the account you will set up on the Paddle platform; and
“Vendor Dashboard” means the dashboard found at https://vendors.paddle.com/ (or such other URL that Paddle may provide from time to time) where you are able to amend account settings, initiate billing process for Business Buyers and access all reports.
1.2.2 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.4 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.5 a reference to a gender includes each other gender;
1.2.6 words in the singular include the plural and vice versa;
1.2.7 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.8 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (excluding email);
1.2.9 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;
1.2.10 a reference to legislation includes all subordinate legislation made from time to time under that legislation.
You appoint Paddle as your non-exclusive reseller of the Product across all territories and will ensure that Paddle’s status as Merchant of Record is reflected on your website in a form agreed with Paddle.
In terms of the appointment Paddle will provide the following services:
3.1 setting you up as a supplier of the Product on Paddle’s platform and establishing a Vendor Account;
product fulfilment, order support and handling all aspects of Sales Tax as Merchant of Record.
For the avoidance of doubt, your use of Paddle Checkout and / or Paddle Invoicing is optional and can be configured on the Paddle Dashboard.
4.1 The Paddle Discount will be applied as follows:
4.1.1 Paddle Checkout: 5% of your SRP plus $0.50 for each confirmed sale applied to amount charged to Checkout Buyer, excluding reversals, refunds and other chargebacks;
4.1.2 Paddle Invoicing: 3.5% of your SRP applied to amounts invoiced to Business Buyer net of any Sales Tax for invoices to be settled by bank transfer. The Paddle Checkout Discount shall be applied where the Business Buyer is redirected back to the Paddle Checkout (credit card, PayPal or an alternative payment method).
4.2 As Merchant of Record, Paddle shall have the right to set the price or licence fee at which the Product is offered for sale to Buyers.
5.1 Charges for additional services are as follows (such charges being incremental to the Paddle Discount):
5.1.1 Checkout Recovery: 10% of each checkout successfully recovered;
5.1.2 Paddle Discovery: 10% success fee on initial sale from a new customer who has come via our marketing campaign;
5.1.3 Paddle Affiliates: 5% charge on managed affiliates transactions.
5.2 These services are optional and can be activated via the Vendor Dashboard.
8.1 Paddle shall be solely responsible for providing first tier after-sales support to Buyers, this includes invoicing, payment, reconciliation and order related support.
8.2. Paddle will have no responsibility to provide customer service and support for the Product and/or delivery level (e.g. Service Level Agreements) with the Buyers, the responsibility for which lies entirely with you and you undertake to indemnify Paddle from and against any such claims or liability.
8.3 You are entirely responsible for correctly entering all information into the Vendor Dashboard required to calculate the amount to be invoiced to any Buyer, such as the number of relevant users and / or service level credits.
9.1 Paddle Checkout – payment terms
9.2 Paddle Invoicing – payment terms Paddle shall invoice Business Buyers for their use of the Product as instructed by you via the Vendor Dashboard, and you shall ensure that all Business Buyers are licensed to use the Product only in terms of a Seller Agreement which confirms to Business Buyers that charges for the Product are to be invoiced by, and payable to, Paddle.
On receipt of payment of an invoice issued under Clause 8.1, Paddle shall credit the payment received to the Vendor Account less the Paddle Discount and any Sales Tax payable, if applicable.
9.3 Paddle will report to you in the Balance Currency, however you will be able to access data on individual transactions in the payment currency. If a sale requires currency conversion into your Balance Currency, Paddle will determine an exchange rate at the time the order is processed. Providing all information required to process a payment on your behalf is present and the Account Balance is above $100, €100 or £100 (or some higher amount as agreed between you and Paddle) the Account Balance for all sales made in the prior calendar month will be paid to you on or before the 15th of the following month.
9.5 In connection with any of your activities or Product that are deemed to be fraudulent or criminal, Paddle is not obligated to pay your revenues associated with these activities or Product. Should Paddle have due cause to believe that the Services are being used in a fraudulent manner, it reserves the right to withhold payments to you pending additional investigation by Paddle.
9.6 Where possible, Paddle will make international transfers through our local ACH network and there will be no charge to you for such transfers. We are not responsible for any charges associated with the making of transfers via international bank transfer or through PayPal. A charge of $15 will be made for each international bank transfer (€15 if your Balance Currency is EUR or £15 if your Balance Currency is GBP). If you opt to receive payment in a currency different to the Balance Currency, then we reserve the right to charge a conversion margin of up to 1.5%, for the avoidance of doubt this will not be reflected in the Paddle Margin which is presented in your Balance Currency. We will go to all reasonable efforts to ensure no additional fees are charged during withdrawal, but are not responsible for any charges that do occur.
9.7 Paddle Checkout – refunds and chargebacks
9.8 Paddle Invoicing – refunds
9.8.1 If the Seller Agreement allows refunds, you acknowledge and agree that any credit or refund to be given to a Business Buyer will be deducted from amounts standing at credit in the Vendor Account. Where there is insufficient credit in the Vendor Account, you agree to place Paddle in funds to make such credit or refund.
9.8.2 Where any credit requires to be provided to a Business Buyer due to service level or similar failures in the provision of the Product by you, no credit will be given to you for any previously applied Paddle Discount and the Paddle Discount will be applied to the gross amount of any amounts invoiced prior to deduction of any service level or similar credit.
9.9 Paddle reserves the right to retain some or all of the funds that are in your Vendor Account if we determine the likelihood of the necessity to cover future refunds, charges against the account or other liabilities the Client may owe to us. We may also retain some or all of the funds if we believe that the funds do not adhere to our Acceptable Use policy. We will only retain those amounts which are reasonable under the circumstances. We shall communicate to you amounts retained and reason for retention of funds. We will keep any retained amounts only for a reasonable time as determined at our sole discretion, and will promptly pay over to you any remaining retained amounts after such reasonable time elapses.
Notwithstanding any revenues retained by us for such circumstances, you agree to pay us, upon demand, funds owed to us due to refunds, chargebacks, commissions or fees for services rendered. If Paddle actually keeps (or sets off) against your Vendor Account any of the funds we have retained, we shall do so in accordance with our reasonable determination of your liability.
Paddle requires all Sellers to complete an account verification check as part of our Know Your Customer (KYC) obligations. We have partnered with Onfido, a leading document ID verification solution. Our Verification team will contact you by email to advise that you are required to complete a KYC check. You’ll receive an email from Onfido which will perform the relevant KYC checks.
Where you have no sales for a period of six (6) consecutive months (the “Dormancy Period”) and there is a positive Account Balance, Paddle reserves the right to charge you an account dormancy charge (“Dormancy Charge”). The Dormancy Charge will be calculated as one sixth (1/6) of the value of your Account Balance at the end of the Dormancy Period, and will be applied to such Account Balance monthly on the 1st day of the month until the Account Balance is nil.
13.1 Paddle is the reseller and Merchant of Record of the Product. This structure allows Paddle to handle all Sales Tax collection, reporting and remittance. If required to by law Paddle will withhold any and all required taxes, fees and other such amounts from sales proceeds of the Product.
15.1 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, the 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 are accurate, complete, reliable, current, error-free, or virus-free or that the operation of the services will be uninterrupted. Some jurisdictions do not allow exclusion of an implied warranty, so this disclaimer may not apply to you.
17.1 each party shall exercise the same degree of care to avoid the publication or dissemination of the confidential information of the other party as it affords to its own confidential information of a similar nature which it desires not to be published or disseminated, which in any event shall not be less than reasonable care.
17.3.1 is rightfully received by the receiving party from another party without confidential obligation to such party, or
17.3.2 is known to or developed by the receiving party independently without use of the confidential information, or
17.3.3 is, or becomes generally known to the public by other than a breach of duty hereunder by the receiving party; and
17.3.4 furthermore, a receiving party may disclose confidential information that is required to be disclosed pursuant to a requirement of a government agency or law so long as the receiving party provides prompt notice to the disclosing party of such requirement prior to disclosure.
19.1.4 the other if the other stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so, or is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction.
20.6 Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
20.10 The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.