Terms & conditions

General terms and conditions of sale

1. APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE

1.1. SCOPE OF APPLICATION.

The following terms and conditions (the “Conditions”) apply to any purchase of products and services (the “Products”) on this website (the “Site”), by us, or through our sister companies and subsidiaries of Claranova SE, as applicable, 6785719 Canada Inc. (d.b.a. “Upclick”), a company incorporated under the Canada Business Corporations Act having its registered office located at 142-7075 Place Robert-Joncas, Montreal, Quebec, H4M 2Z2, UC Distribution LLC, a company incorporated under the laws of the United States having its registered office located at 2915 Ogletown Rd. #3783, Newark, DE 19713, and Upclick Malta Limited, a Limited Liability Company created under the laws of Malta and registered at Company House under number 470, VAT number MT19614836, having its registered office located at 48/4 rue Tu as ajouté «rue Amery Street, Sliema, SLM – 1701, Malta.

1.2. LEGAL CAPACITY.

You certify that you have full legal capacity allowing you to commit yourself under these Conditions.

1.3. MODIFICATION OF THE CONDITIONS.

We reserve the right to revise and modify the Conditions without notice. The Conditions that apply to your purchase are those that appeared on the Site during your order and that you were able to print or save on your computer.

2. LANGUAGE OF THE CONTRACT

2.1. DIFFERENT LANGUAGES.

2.2. LANGUAGE SELECTION.

By selecting a language, you certify that you have a full understanding of the Conditions as well of any information posted on the Site in the language you have chosen. If you are not sure you fully understand these informations or the Conditions, do not order products from our Sites.

3. PRODUCTS PRESENTATION, OFFER, VALIDATION AND ACCEPTANCE

3.1. DESCRIPTION OF THE PRODUCTS.

The descriptions of the Products are presented on the Site and can be consulted before any order. The photographs and illustrations have no contractual value.

3.2. DO NOT CONSTITUTE AN OFFER FROM US.

The prices, estimates and descriptions indicated on or with reference to the Site do not constitute an offer from us. We may withdraw or revise them at any time before our express acceptance of your offer.

3.3. CHOICE OF PRODUCTS.

The choice of the products, made after having taken note of their characteristics, is made under your sole responsibility according to your needs as you have previously determined them before any order. Furthermore, you are the only one to have knowledge of the hardware, software, configurations and other particularities of what you use and, therefore, you are the sole judge of the compatibility of the products ordered with those you use. The validation of you order implies acceptance of the prices, volumes, quantities and characteristics of the products ordered.

3.4. SUMMARY.

Before this validation, you will be presented with a summary page of your order. The purpose of this page is to allow you to confirm the details of your order and correct any typing errors. We draw your attention to the fact that the display of this summary page does not constitute a formal acceptance of you order on our part.

3.5. ACKNOWLEDGMENT OF RECEIPT.

Before this acceptance, you will receive an acknowledgment of receipt of your order, generated automatically after confirmation of your payment. We draw your attention to the fact that this acknowledgment of receipt does not constitute a formal acceptance of your order.

3.6. ACCEPTANCE.

Your order constitutes an offer to purchase under these Conditions. It is subject to our subsequent acceptance; the contract is therefore only formed when we accept your order. Our acceptance takes effect upon shipment of your order, following verification of the availability and payment of the Products ordered.

3.7. PREVIOUS LITIGATION.

We reserve the right to cancel any order from a customer with whom there is a dispute over payment of a previous order.

3.8. ERRORS.

We ensure that the prices and descriptions of the Products displayed on the Sites are accurate, but we cannot guarantee the accuracy of all these informations. We reserve the right to notify you of any error relating to a Product ordered before proceeding with its shipment. If this should occur, we will provide you with the description or the price duly corrected in our order confirmation and you may (a) either maintain your order, (b) or cancel it. If you maintain your order, you then acknowledge that the Product will be supplied in accordance with these corrected provisions.

3.9. AVAILABILITY.

We ensure that the Products that appear on the Site are available. However, we cannot guarantee that all Products are actually in our warehouses or those of our suppliers. In the event that we are unable to process or fulfill your order, we may either (a) reject it (without liability on our part), in which case we will send you a rejection email and reimburse you for any amount already paid; or (b) offer you Products with the same characteristics.

3.10. PRE-ORDER.

You can pre-order new Products. The delivery dates are communicated to you taking into account the informations given by the suppliers or licensors. Therefore, we are not responsible if the delivery is delayed, canceled or if the content or packaging of the Product ordered has been modified. When the release of a new Product is cancelled, we cancel your order and immediately refund any payment already made.

3.11. ARCHIVES – ACCESS.

After validation of your order, we may keep, for a reasonable period of time, a record of orders, acknowledgment receipts, acceptances and contracts. If you ask us in writing, we may possibly send you copies of these documents. However, it is your responsibility to print or save these originals, as well as the Conditions, and keep them in your personal archives.

4. PRICE AND CONDITIONS OF PAYMENT

4.1. PRICE.

The prices of Products indicated include VAT but do not include participation in the processing and shipping costs which are invoiced, if applicable, in addition to the price of the Products purchased. (The prices are shown net of taxes only on the U.S. pages of our Site)

4.2. PRICE MODIFICATION.

Avanquest reserves the right to modify its prices at any time and without notice. The Products will be invoiced on the basis of the rates in force at the time of your order.

4.3. SHIPPING AND TRANSPORTATION COSTS.

If you choose to receive by mail a physical medium of your Product, you will be assigned a delivery rate (see delivery costs). You agree to pay the shipping and transportation costs as we indicate them on the Site.

4.4. CURRENCY.

For your convenience and by default, all prices are published in Euros on the French pages of our Site. However, we offer you the possibility to buy our products in different currencies, at the prices displayed in these currencies, and to be invoiced in the currency of your choice.

4.5. TAXES.

In the event of an order placed for a country other than England, you are the importer of the product(s) concerned. For all Products downloaded for a country outside the European Union or shipped outside the European Union, the price will be calculated exclusive of tax. Customs duties or any local taxes or import duties or state taxes may be payable. These duties and amounts are not the responsibility of Avanquest and will be at your expense and under your entire responsibility both in terms of declarations and payments to the competent authorities and organisations.

4.6. PAYMENT.

Payment for your purchases must be made before delivery and only by the means indicated on the Site, unless Avanquest agrees otherwise.

4.7. SECURITY.

Credit card transactions on the Site are totally secured. We use the 128-bit SSL (Secure Socket Layer) encryption standard, which is currently the most widely used and reliable standard on the Internet. Your credit card number is encrypted. We do not sell your banking information; they are deleted once your order is completed.

4.8. RETENTION OF TITLE.

We retain ownership of the Products sold until full payment of the price.

5. DELIVERY – RISK TRANSFER

5.1. DELIVERY ADDRESS.

Delivery is made to any valid address within the Territory. It is your responsibility to verify the delivery address on any acknowledgment of receipt and acceptance that we send you and to notify us without delay of any error or omission. If you submit an invalid delivery address to us, we reserve the right to charge you additional costs incurred as a result of this error or charge you additional costs if you change the delivery address after you have submitted your order to us.

5.2. DELIVERY TIME.

The deadlines and dates indicated on the Site, on any acknowledgement of receipt, acceptance or other documents are for information only. Every effort will be made to meet the deadlines set. However, in accordance with article L. 138-1 al. 1 of the French Consumer Code, when no deadline or date have been set by the parties, the professional must then comply at the latest within 30 days after completion of the purchase. We will make every effort to respect these deadlines and dates. If we are unable to deliver the Products, we will reimburse you for payments upon request.

5.3. RISK TRANSFER.

The risks of loss or damage are transferred at the time of delivery of the Product. If you refuse or fail to take delivery of the Products in accordance with the Conditions, you are then responsible for all risks of loss or deterioration of the Products. In addition, and without prejudice of the exercise of other rights or remedies, we would be entitled to (a) demand full and immediate payment of the Products delivered and either, (i) make delivery by any means that we consider appropriate, or (ii) store the Products at your own risk, (b) demand immediate payment of all storage charges for the Products as well as any other costs and additional charges that we may incur if the Products are not delivered because of your own doing; or (c) 30 days after the agreed delivery date, to sell the Products on the conditions we consider appropriate and to set off between the proceeds of the sale against all amounts due to us.

6. DOWNLOAD AND BACKUP

6.1. DOWNLOAD PROCEDURE.

As soon as your payment has been validated, you will receive an email containing a link which will give you access to a download area. (Your Product will then be available for download during one month after your purchase).

6.2. BACKUP CD-ROM.

When you order your Product, you can also order a backup CD-ROM. This way, you can instantly start using the downloaded software while benefiting from a backup copy that allows you to reinstall it on your PC.

6.3. DOWNLOAD EXTENSION.

You can choose the «download extension» option. It allows you to download your Product for a period of two years from the date of your purchase.

7. AFTER-SALES SERVICE

7.1. AVAILABILITY.

The after-sales service provided for the Products depends on the products and the countries, according to the conditions detailed in the Product Description on the site. We reserve the right to modify these conditions at any moment and without notice. The technical support conditions applicable are those in effect for the Product at the time of its purchase. This technical support can be provided directly by Avanquest or by partner companies.

8. RIGHT OF WITHDRAWAL

8.1. RIGHT OF WITHDRAWAL.

As a consumer, you have, in accordance with the regulation of distance trade (French Consumer Code – Article L. 121-20, Order No. 2001-741 of August 23, 2001), a right to cancel your order for any reason whatsoever during a period of fourteen (14) days from the date of delivery of the Products or the date of order of the Services (the “Withdrawal Period”). This right does not apply to (a) downloaded software which, by its nature, cannot be returned and (b) software which you have unsealed.

8.2. EXERCISE OF THE RIGHT OF WITHDRAWAL.

To exercise your right of withdrawal, you must send a written notice of cancellation to Customer Service during the Withdrawal Period. You must keep proof of the sending of this cancellation notice. Your mail must include the following informations: customer information (name, first name, address, email, phone number) and order number.

8.3. RETURN OF GOODS.

You will have a period of fourteen (14) days following the communication of your decision to withdraw to return the goods. (French Consumer Code – Article L. 121-21-3 al. 1).

8.4. REFUND.

If you exercise your right of withdrawal, we will reimburse you for any amount paid in connection with your order (including delivery costs) cancelled as soon as possible and in any case within fourteen (14) days of notification of cancellation.

9. “SATISFIED OR REFUNDED”

9.1. SCOPE OF APPLICATION.

In addition to the legal withdrawal period, or if you cannot legally benefit from it (as for the downloads, per example), we offer you a «Satisfied or Refunded» warranty. In application of this warranty, you may cancel your order for any reason during a period of fifteen (15) days from the day of delivery of the Product (the “Contractual Period”). To benefit from this additional warranty, follow the procedure described below.

9.2. EXERCISE OF THE WARRANTY.

To exercise your right of cancellation under the “Satisfied or Refunded” warranty, you must send a written notice of cancellation with acknowledgement receipt at Customer Service during the Contractual Period. Your mail must include the following informations: customer information (name, first name, address, email, phone number) and order number. For downloaded Products, you must include with your mail a statement certifying that (a) the Product is uninstalled from all your computers and (b) will no longer be installed or used. Products delivered on a physical medium must be returned to us according to the manner set forth in Section 11.

9.3. WARRANTY AND RIGHT OF WITHDRAWAL.

The “Satisfied or Refunded” warranty is without prejudice to the exercise of the right of withdrawal set out above.

9.4. REIMBURSEMENT.

If you exercise your right of cancellation under the “Satisfied or Refunded” warranty, we will refund any amount you have paid in accordance with your order cancelled as soon as possible and in any case within forty (40) days of notification of cancellation.

10. DEFECTIVE PHYSICAL MEDIUM AND LIMITATIONS OF WARRANTY

10.1. SCOPE OF APPLICATION.

We guarantee the software supports (CD-ROMs…) for a reasonable period of time that cannot exceed thirty (30) days from the reception of the Products. The replacement of a support does not extend the duration of the conventional warranty. We guarantee the conformity of the Products to the description given on the Site, their satisfactory quality as well as their adaptation to the use indicated on the Site.

10.2. LIMITATION OF WARRANTY.

You lose the benefit of the conventional warranty when: (a) the defects result from repair or alteration made by anyone other than the manufacturer or ourselves; (b) the Products have not been returned with a detailed description of the defects found; or (c) the defects are attributable to (in whole or in part) improper handling, inadequate use, inappropriate storage, insufficient maintenance, improper installation or failure to comply with the manufacturer’s instructions or any other recommendations relating to the Product, whether issued by us or made available to you.

10.3. EXCLUSION OF WARRANTIES.

We provide no other warranties, express or implied, including, but not limited to, warranties as to the quality and compatibility of the Products and their documentation for a specific use. You expressly acknowledge that it is not possible to guarantee that the software will meet performance requirements or that it will operate without discontinuity or bugs. Consequently, we do not bear the risks relating to the quality and compatibility of the software. To the extent permitted by law, the warranties set forth in Section 11 prevail over any other warranty and, with the exception of what is expressly provided for in Section 11, we give no other warranties, express or implied, legally or de facto, oral or written, including but not limited to any warranty, express or implied, of merchantability, fitness for a particular purpose relating to the Products or in connection with these Conditions, or non-infringement or equivalent.

11. RETURN OF PRODUCTS

11.1. PROCEDURE.

If you cancel an order exercising your right of withdrawal in accordance with Section 8 or by exercising the “Satisfied or Refunded” warranty in accordance with Section 9, our Customer Service will notify you how to return the Products concerned by the order cancellation. If you wish to return defective Products in accordance with the limited warranty in Section 10, please contact our Customer Service for the procedure to follow. For any Product that is defective, damaged or sent by mistake by us, we will reimburse you the cost of the Products as well as the shipping charges which you have paid. In case of replacement of the support, we will send it to you at our expense. We draw your attention to the fact that the Products must be returned within thirty days from the receipt of your order and this in order to verify the return and to give you an optimal refund.

11.2. DUTY OF CARE.

In case of cancellation, you must take care of the Products and not use them.

11.3. RETURN COST.

The cost of returning the Products is your responsibility in the event of an order cancellation in accordance with the right of withdrawal provided for in Section 8 or the “Satisfied or Refunded” warranty provided for in Section 9. However, the cost of returning defective Products as provided for in Section 10 is our responsibility.

11.4. RISKS.

The risk of loss or damage to returned Products is transferred to us only upon receipt.

12. DATA PROTECTION

12.1. DATA COLLECTION.

To a reasonable extent, we collect personal data necessary to serve our business interests. We apply and will maintain adequate safeguards to ensure the security, integrity and confidentiality of the information you provide. In addition, we take reasonable steps to ensure that third parties to whom we transfer data protect it adequately. We collect two types of data: the information necessary for the delivery of the Products to your home (your name, address, email (“Customer Information”)) and the information necessary for processing the payment for your Products (per example, your name, credit card number and other banking information (“Payment Information”)).

12.2. COMMUNICATION OF DATA TO THIRD PARTIES.

As previously indicated in article 4.7., the Payment Information is encrypted and maintained on secured servers by our suppliers in charge of payment processing (Datacash, Bibit, SSL…). We communicate your Customer Information to our parent company, Avanquest Software, and we reserve the right to transmit it to our subsidiaries.

12.3. USE OF DATA.

Payment Information is only used by our suppliers in the extent necessary to process your payment. Customer Information is used to notify you in the event of changes to our Sites or to Products or Services that you may be interested in. We draw your attention to the fact that our email marketing operations are usually carried out by our parent company, Avanquest Software; therefore, we reserve the right to contact you directly or through our subsidiaries. We invite you to consult our privacy policy.

13. LIMITATION OF LIABILITY

13.1. DEATH, PERSONAL INJURIES, NEGLIGENCE.

We do not exclude or limit our liability for death or personal injuries resulting from our negligence.

13.2. PREDICTABLE LOSSES.

We are only responsible for losses foreseeable by you or us, resulting from a violation of the Conditions or negligence on our part. We are not responsible for commercial losses (including, but not limited to, loss of reputation, profits, contracts, savings, data or wasted expenditure), or any other indirect or consequential loss that was not reasonably foreseeable by you or us at the time of conclusion of the contract or when you started using the Site (the date to remember is the latest). Nothing in these Conditions shall affect our or your statutory rights.

14. SOFTWARE

14.1. LICENSE CONDITIONS.

When a Product we provide is software or contains software (the “Software”), it is licensed to you by the licensor of the Product. This use is subject to the applicable end user license agreement or any other license agreement (the “License Conditions”) that accompanies the Software. Therefore, the delivery or download of Software does not, in any case, entail the transfer of rights relating to the Software.

14.2. RESPECT OF COPYRIGHT.

The Software must not be copied, adapted, translated, made available, distributed, modified, disassembled, decompiled, reverse-engineered or used in combination with another software, unless the License Conditions authorize it or if the applicable law provides that such an act constitutes a right which cannot be contractually derogated from.

15. GENERAL CLAUSES

15.1. CONSUMER LAW.

The Conditions cannot restrain or exclude our responsibility or that of the manufacturer towards you when a law applicable in your country should prohibit such a restriction or contractual exclusion. The Conditions do not affect your rights under mandatory consumer protection legislation.

15.2. ASSIGNMENT OF RIGHTS.

You are not authorized to assign or transfer your rights under the Conditions to any third party.

15.3. PARTIAL INVALIDITY.

Should one of the clauses of the present Conditions were to be declared void or unwritten, the other provisions would not also be invalid.

15.4. ENTIRE AGREEMENT.

These Conditions constitute the entire agreement between you and us relating to the subject matter of these Conditions and prevail over all contracts and arrangements, oral or written, reached between you and us.

15.5. NON-WAIVER.

The fact that Avanquest does not claim a breach by the other party of any of the obligations referred to in these Conditions cannot be interpreted as a definite waiver of the obligation in question.

15.6. TITLE OF ARTICLES.

The titles of the articles are inserted for convenience and are to be ignored when interpreting the Conditions.

15.7. RIGHTS OF THIRD PARTIES.

In accordance with the provisions of the Contracts Act (Rights of Third Parties) 1999, the Conditions do not confer any benefit on third parties. Any rights not expressly granted by us are expressly reserved to us.

15.8. JURISDICTION.

The Conditions are subject to English law, with the exception of conflict of laws rules. Any claim, dispute or other matter relating to the Conditions or our supply of Products will be under the exclusive jurisdiction of the courts of England.

For customers of UC Distribution LLC who reside in the United States of America, the jurisdiction for disputes will be the State of Delaware.