Terms and Conditions of Purchase

Version 1.0, effective as of October 17, 2019

GENERAL

In these Terms and Conditions of Purchase (“Purchase Terms”):


  1. “Customer” means an individual or a legal entity purchasing Product directly from Bonoos Software OÜ.
  2. “Bonoos” means an Bonoos Software OÜ, with registered office at Tallinn, Tartu mnt 56, 2. korrus, kontor 2, 10115, Eesti, Registration number 14259799.
  3. “Product” means any software program or service made available by Bonoos Software OÜ, unless otherwise expressly stated in these Purchase Terms. The use of Product by Customer is governed by the applicable Terms of Use.
  4. “ShuffleRow Website” or “Site” means any website that is the property of Bonoos Software OÜ.
  5. “Terms of Use” mean the terms and conditions of end-user license agreement, subscription terms, terms of service, or other standard customer agreements set forth by Bonoos Software OÜ.
  6. “Privacy Policy” means the Bonoos Privacy Policy available at, which may be updated from time to time.
  7. “Personal data” means any information relating to an identified or identifiable natural person.

Customer accepts these Purchase Terms by placing an order for Product with Bonoos.


For orders placed online on ShuffleRow Website, the entity with which Customer is contracting is shown on the Order Checkout page above the “Place Order” button.

ORDER PLACEMENT AND ACCEPTANCE

Customer may place an order with Bonoos:


  1. online on the SuffleRow Website;

Any order is not binding upon Bonoos until accepted by Bonoos. Non-acceptance of an order may be the result of one of the following:


  1. failed payment;
  2. growing backlog or negative payment history;
  3. incomplete or incorrect order details, such as missing email address for delivery, missing Customer billing address, or a pricing or product description error, among others;
  4. ineligibility according to the order criteria (e.g. entitlement to upgrade or to certain Product purchase options restricted to particular users or purpose of use); or
  5. for any reason at the sole discretion of Bonoos.

PRICES AND PAYMENT TERMS

Bonoos sets prices and accept payments for Products in EUR. Prices are subject to change by Bonoos.


Bonoos accepts major debit and credit cards (collectively, “payment cards”) for online orders via third-party payment gateway providers, including, but not limited to, Connectum. Bonoos is not responsible for any payment failure resulting from inaccurate payment card details provided by Customer when placing an online order, any restrictions applicable to payment card by Customer’s bank, or payment gateway failure.


By purchasing Product requiring regular payments on a monthly, quarterly, or annual basis (“Recurring Payments”), Customer authorizes Bonoos to charge Customer’s payment card automatically at the interval and in the amount selected by Customer based on the available options during the purchase process. Customer agrees that the payment card specified by Customer for Recurring Payments is, and will continue to be, an account that Customer owns or is otherwise legally authorized to use, and that Customer will maintain sufficient availability under Customer’s credit card limit, or sufficient funds in the account linked to Customer’s debit card, as applicable, to pay Recurring Payments. Customer can cancel Recurring Payments at any time via Customer’s account at https://pegasus.shufflerow.com prior to the next Recurring Payment due date. If Customer cancels Recurring Payments after this time, the cancellation will not take effect until the following Recurring Payment due date, and no refund or partial refund will be issued to Customer by Bonoos.


Bonoos only accepts purchase orders from existing corporate Customers that have no outstanding payments past due. Purchase orders can only be paid by wire transfer on net 30 days terms, unless otherwise specified on invoice issued to Customer by Bonoos. Purchase orders from newly registered corporate Customers and offline orders from individual Customers are subject to advance payment by wire transfer.

PRODUCT DELIVERY

Bonoos ships no physical Products. Any details necessary to enable Customer to download and/or use the purchased Product will be delivered by Bonoos to Customer via email to an email address provided by Customer. Customer is responsible for providing Bonoos with a valid email address for delivery purposes.


Bonoos will use its commercially reasonable best efforts to deliver Product purchased by Customer within 2 business days of the order acceptance. Bonoos shall not be liable for any failure to deliver Product within this timeframe.


Products shall be deemed delivered to Customer on the date when Bonoos sends Product email to the email address provided by Customer. Bonoos shall not be liable for any failure to deliver Product to Customer due to non-delivery of an email message concerning Product.

TAXES AND DEDUCTIONS

Product prices do not include any national, state or local sales tax, use tax, value added tax (VAT), goods and sales tax (GST) or other tax (“Local Tax”).


If purchase is subject to any Local Tax, it can be added to the invoice.


If there is a possibility to issue the invoice without Local Tax, Customer is obliged to provide Bonoos with a valid Local Tax number (e.g. VAT ID) or valid exemption documentation.


Customer bears the sole responsibility for any withholding tax liabilities, and no deductions shall be made by Customer from the amount payable to Bonoos under any invoice.


Any correction to an invoice due to tax reasons (in particular based on the provision of Customer’s Local Tax number) shall be requested by Customer by the 7th day of the month following the month when the affected invoice was issued, at the latest. Bonoos reserves the right to reject any such request if received after this date.

TEMPORARY SUSPENSION FOR NON-PAYMENT

If Customer fails to pay any amount on time under these Purchase Terms and the applicable Terms of Use, Bonoos reserves the right to, at its sole discretion, suspend the Customer’s access to Bonoos’ Products until such time as it is satisfied that all payments have been made or terminate the Terms of Use, in the manner specific in the applicable Terms of Use.


If Bonoos suspends Customer’s access to Bonoos’ Products for any failure to, or delay in, payment of any amount, Customer must pay the entire outstanding amount in order to restore its access to Bonoos’ Products. During any period of suspension, Customer hereby agrees that Bonoos is entitled to charge Customer for the entire period during which Customer has access to Bonoos’ Products.

WITHDRAWAL AND REFUND

Any refund request following the Product purchase date will be subject to prior authorization by Bonoos, and acceptance of such request shall be at the sole discretion of Bonoos, unless otherwise provided by applicable law.

EXPORT CONTROL

Customer shall comply with all applicable laws and regulations with regards to: economic sanctions; export controls; import regulations; and trade embargoes (collectively “Export Control Laws”), including those of the European Union. Customer acknowledges that it is not an entity targeted by Export Control Laws nor is it otherwise owned or controlled by or acting on behalf of any person targeted by Export Control Laws. Further, Customer agrees to ensure that neither Bonoos Products, nor any related technical information, are:


  1. Downloaded, transferred, exported, or re-exported directly or indirectly in violation of Export Control Laws; or
  2. Used for any purpose prohibited by Export Control Laws, including but not limited to nuclear, chemical, or biological weapons proliferation.

In accordance with the EAR, Bonoos’ Products typically:


  1. Fall under the Export Control Classification Number (ECCN) EAR99;
  2. May be exported under the EAR to entities with No License Required (“NLR”), except for entities within restricted and/or embargoed destinations, identified as prohibited end-user(s) and/or participate in prohibited end-use and/or proliferation activities. Restricted countries currently include, but are not necessarily limited to, Cuba, North Korea, Sudan, and Syria.

Information provided under Section Export Control is only intended for general information purposes and should not be construed as legal advice concerning the export control laws and regulations of any country. For details on export restrictions applicable to Products and/or Plugins, Customer should refer to the laws and regulations of the relevant jurisdiction.

MISCELLANEOUS

No terms and conditions other than the terms and conditions contained herein shall be binding upon Bonoos, unless accepted by Bonoos in writing and signed by the duly authorized representative of Bonoos. If Customer’s terms and conditions of purchase are different from or in addition to these Purchase Terms, these Purchase Terms shall prevail and Customer’s terms are hereby rejected, unless otherwise agreed in writing with Bonoos.


These Purchase Terms are subject to change at any time by Bonoos by posting the updated Purchase Terms on the ShuffleRow website at www.shufflerow.com.


Customer declares having had sufficient opportunity to review these Purchase Terms, understood the content of all of their clauses, negotiated their terms and sought independent professional legal advice in that respect, before accepting these Purchase Terms. Consequently, any statutory “form contracts” (“adhesion contracts”) regulations shall not be applicable to these Purchase Terms.


These Purchase Terms shall be governed by the laws of Estonia, without reference to conflict of laws principles, and the parties agree that any litigation relating to these Purchase Terms may only be brought in, and shall be subject to the jurisdiction of, any Court of Estonia.

PERSONAL DATA

In connection with purchase of Products by Customer, Bonoos and associated companies of Bonoos will process Customer’s Personal Data, in particular, Customer’s contact and identification details and information about Customer’s subscription and payments, for the following purposes:


  1. To provide Customer with software services or information;
  2. To protect Bonoos from piracy and unlawful use of Bonoos software or services;
  3. To improve Bonoos offerings based on usage;
  4. For internal evidence of Bonoos and to protect the rights and interests of Bonoos and other users;
  5. To promote and market Bonoos software and services; and
  6. To fulfil legal duties stipulated by accounting, taxation, and other laws.

Customer may object to processing of Customer’s Personal Data for the purposes 2 to 5 at any time. More detailed information about personal data processing for the above-mentioned purposes and about Customer’s rights can be found in the Privacy Policy.


For the above purposes, Bonoos may process information including but not limited to Customer’s name, email address, username, physical address, telephone number, payment data, company name, and tax identification number where applicable. To receive the software, support, and services, Customer explicitly fills in their Personal Data, whether Customer purchases a Bonoos Downloadable Software Product or Bonoos Software as a Service.


Bonoos products and services often give Customer the option to provide feedback, such as suggestions, compliments, or problems encountered. Bonoos invites Customer to provide such feedback as well as to post comments on ShuffleRow website, blogs, and discussion forums.


Transfer of Personal Data to third parties. Bonoos is responsible for the handling of Customer’s Personal Data by such third party. The transfer is made to assist it in providing its services to Customer or in its operations; to do so Bonoos, may send them Customer’s Personal Data. Personal Data collected from Customer is transferred to:


  1. A third-party payment provider to process payment transactions.
  2. A third-party cloud accounting service.
  3. Resellers who are handling purchases of Bonoos products in a certain region. Information about the reseller obtaining Customer’s Personal Data is indicated to Customer before the transfer is made.
  4. Other representatives of the same Customer.

Bonoos may communicate with Customers by sending them emails aiming to help avoid interruption of a service. Such examples include but not limited to:


  1. payment reminders,
  2. debt reminders,
  3. license expiration reminders,
  4. license delivery and confirmation emails,
  5. credit card expiration reminders about cards saved for automatic payments for licenses,
  6. purchase follow-ups requesting information about Customer’s company for enhancement of customer service,
  7. license assignment emails,
  8. administrator invitation emails, and
  9. purchase administration requests.

For any questions regarding these Purchase Terms, please contact us at legal@shufflerow.com.