15 Briery Close
Core B, Block 71
Last Updated 31 March 2020
“Acceptable Use” means activities which comply with Paddle’s acceptable use policy set out in https://paddle.com/support/aup/ (or such other URL that Paddle may provide from time to time);
“Account Balance” means amounts showing in the Vendor Account at any given time
“Additional Services” means the services referred to in clause 5;
“Balance Currency” means the currency which you select for you Vendor Account, typically in USD, EUR or GBP.
“Buyers” means Invoiced 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;
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Invoiced Buyer” means an end customer who purchases the Product using Paddle Invoicing;
“Paddle Checkout” means the online checkout that Checkout Buyers use to purchase the Product, and includes payment methods such as credit card, PayPal, alternative payment methods and bank transfer;
“Paddle Discount” means the margin payable to Paddle for Services;
“Paddle Invoicing” means Paddle invoicing Invoiced Buyers for the Product and collecting payment by bank transfer or other agreed payment method. Invoices, accounts receivable and funds received are reconciled by Paddle and all information available on the Vendor Dashboard;
“Product” means the Seller’s software product(s) and/or digital content 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 but not limited to VAT, GST, Sales Tax and Sales & Use Tax;
“Seller Agreement” means the Seller’s terms and conditions of sale in force from time to time in respect 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 whether registered or otherwise;
“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 access your Vendor Account, amend account settings, initiate billing process for Business Buyers and access all reports.
(ii) a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
(iii) 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;
(iv) a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
(v) a reference to a gender includes each other gender;
(vi) words in the singular include the plural and vice versa;
(vii) 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;
(viii) a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);
(ix) a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;
(x) a reference to legislation is a reference to such legislation as amended or re-enacted includes all subordinate legislation made from time to time under that legislation as amended or re-enacted.
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;
3.3 product fulfilment, order support and handling all aspects of Sales Tax as Merchant of Record.
4.1 The Paddle Discount will be applied as follows:
(i) Paddle Checkout: 5% of your SRP plus $0.50 for each confirmed sale applied to the amount charged to Checkout Buyer, excluding reversals, refunds and other chargebacks;
(ii) Paddle Invoicing: 3.5% of your SRP applied to amounts invoiced to Invoiced Buyer net of any Sales Tax for invoices to be settled by bank transfer. The Paddle Discount applicable to Paddle Checkout set out in clause 4.1.1 above shall be applied where the Invoiced Buyer is redirected back to the Paddle Checkout (credit card, PayPal or an alternative payment method).
4.2 As Merchant of Record, Paddle reserves 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):
(i) Checkout Recovery: 10% of each checkout successfully recovered;
(ii) Paddle Discovery: 10% success fee on initial sale from a new customer who has come via our marketing campaign;
(iii) Paddle Affiliates: 5% charge on managed affiliates transactions.
5.2 These services are optional and can be activated via the Vendor Dashboard.
(i) to market, promote, advertise, sell and facilitate access to the Product directly to Buyers; and
(ii) to access the Product to provide demonstrations to prospective Buyers, so long as such means of access is at all times under Paddle’s control and not left with the prospective Buyer.
6.2 Paddle agrees not to:
(i) modify the Product or create derivative works thereof;
(ii) merge the products with other software or services;
(iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code (if applicable) for the Product;
(iv) disclose to third parties the results of any bench tests performed on the Product without your prior written consent (if applicable); or
(v) otherwise use, copy or distribute the Product except as expressly allowed hereunder.
7.1 Paddle agrees to provide first tier after-sales support to Buyers, this includes invoicing, handling requests for refunds, payment, reconciliation and initial order related support.
7.2. Paddle will have no responsibility to provide ongoing customer service, complaints handling technical or other continuing 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 in full from and against any such claims or liability.
7.3 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.
8.1 Paddle Checkout – payment terms
(i) Upon a completed sale of the Product, Paddle shall credit your Vendor Account an amount equal to the SRP less:
8.2 Paddle Invoicing – payment terms
(i) Paddle shall invoice Invoiced Buyers for their use of the Product as instructed by you via the Vendor Dashboard
(ii) The Seller shall ensure that all Invoiced Buyers are licensed to use the Product only subject to a Seller Agreement which confirms to Invoiced Buyers that charges for the Product are to be invoiced by, and payable to, Paddle.
(iii) On receipt of payment of an invoice issued under Clause 9.1, Paddle shall credit the payment received to the Vendor Account less:
8.3 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 convert the amount at the mid-market rate provided by Open Exchange Rates at the time the payment is received from the Buyer plus a foreign exchange margin of 2% for major currencies (USD / EUR / GBP), 2.5% for CZK and DKK and 3% for all other currencies.
8.4 Paddle will provide you with an invoice for sales to Paddle in each month, under a self-billing arrangement. 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.
8.6 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.
8.7 Paddle Checkout – refunds and chargebacks
(i) For any returns (refunds or chargebacks) of Products sold via Paddle Checkout, you will be debited your portion of the sale. If Paddle incurs a fee for a chargeback, Paddle may, at its discretion charge pass this fee to the Seller up to $20 (€20 if your Balance Currency is EUR or £20 if your Balance Currency is GBP) per chargeback.
(ii) Where the Product has an unusually high chargeback rate determined at Paddle’s sole discretion (typically, greater than one percent), we reserve the right to discontinue selling some or all of the Product on a temporary or permanent basis and/or terminate our agreement with you.
8.8 Paddle Invoicing – refunds
(i) If the Seller Agreement allows refunds or where a refund is due to an Invoiced Buyer, you acknowledge and agree that any credit or refund to be given to a Invoiced 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.
(ii) Where any credit requires to be provided to a Invoiced 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.
9.1 Paddle reserves the right to retain and if appropriate apply and/or set off some or all of the funds that are in your Vendor Account against monies owing to Paddle if:
(i) we reasonably consider that it may be required to cover future refunds, chargebacks, charges against the Vendor Account or other liabilities you may owe to us;
(ii) we believe that the funds do not adhere to our Acceptable Use policy; and/or
(iii) we consider, acting reasonably, that the Services are being used in a fraudulent or illegal manner or that the sale of the Product is fraudulent or illegal under any relevant law or regulation.
9.2 We shall communicate to you amounts retained and where appropriate and where we are legally able to do so, the reason for retention of funds.
9.3 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 any available set off. For the avoidance of doubt, Paddle is not obliged to pay any revenues associated with activities or Products which it considers in its reasonable discretion to be fraudulent or illegal under any relevant law or regulation.
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 who handles this on Paddle’s behalf. 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 write off the Account Balance and bring it back to zero (0) and deactivate your Vendor Account. Before doing so, Paddle will attempt to contact you in order to pay you the Account Balance.
12.1 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.
13.1 You represent and warrant to Paddle that:
(ii) the Product is free from defect and fit for purpose;
(v) you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including, without limitation, any relevant data protection or privacy laws); and
(vi) you will at all times comply with all applicable Paddle policies.
13.2 You agree to indemnify, defend and hold harmless Paddle, its employees, officers and directors, or users from and against any and all claims, liabilities, penalties, settlements, judgments, fees (including reasonable legal fees) arising from:
(i) any information that you or anyone using your account may submit or access in the course of using the Services;
(iii) any violation or failure by you to comply with all laws and regulations in connection with your use of the Services, whether or not described herein; and
(iv) any disputes in respect of the Product.
14.1 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.
16.1 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.
(i) is rightfully received by the receiving party from another party without confidential obligation to such party, or
(ii) is known to or developed by the receiving party independently without use of the confidential information, or
(iii) is, or becomes generally known to the public by other than a breach of duty hereunder by the receiving party; and
(iv) 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.
(iv) there is any suspected fraudulent/criminal activity/non-compliance of local laws and regulations;
(v) 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.
20.5 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.
20.9 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.