Our Terms and conditions

1.   Introduction

Welcome to Sauecommerce!

Our mission is to empower small and medium-sized businesses everywhere to achieve greater profitability and growth. We provide easy-to-use, omnichannel commerce-enabling SaaS platforms. Our secure ecommerce platform gives our customers the critical functionality they need to connect with consumers, manage their operations, accept payments, and grow their business.

Below is our Terms and Conditions (the Agreement ) which covers the services we provide to you (the Customer). If you continue to browse and use this website, or if you subscribe to any of our products and services, you are agreeing to comply with and be bound by the following terms and conditions, which together with our privacy policy govern our relationship with you. The Privacy Policy and the Acceptable Use Policy are incorporated into this Agreement by reference.

If you disagree with any part of these terms and conditions, please do not use our website. You may still have questions or concerns after reading this Agreement. If that s the case, don t be shy! You can reach out to us via email: [email protected] or by post at:

sauecommerce Noko Unit 3-6 Banister Road London W10 4AR

2.   General Terms and Conditions 

2.1.  Subscriptions

During the Term and in accordance with this Agreement, Customer may access and use the products which Customer subscribed to, whether by subscription, free trial or promotion (each Product ), as referenced in the order form, invoice, executed quote, or, for certain self-serve products, via confirmation email from Sauecommerce (the Order Form ). Each Product may include updates, cloud-based and support services, applications or documentation. Each of these are subject to the terms of this Agreement as applicable. Customer is responsible for all actions taken under its Sauecommerce account credentials, regardless of whether such actions are taken by Customer, its employees or a third party. Customer will safeguard all account credentials (including any passwords and payment method details) in its possession or under its control. Sauecommerce is not liable for any loss or damage arising from any unauthorized use of Customer s account.

2.2.  Grant of license

During the Term, Sauecommerce grants Customer a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use, and to permit its employees and all other users who access and use the Products on Customer s behalf (collectively, the Users ) to access and use, the Products on the terms set forth in this Agreement. Customer agrees that all rights, title and interest in and to all the intellectual property rights in the Products, and all modifications, extensions, scripts and other derivative works of the Products provided or developed by Sauecommerce, including the Beta Technology, are owned exclusively by Sauecommerce or its licensors. All rights not granted to Customer in this Agreement are reserved by Sauecommerce.

2.3.  License restrictions

Customer and any Users shall not (and shall not allow any User or third party to): (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Products, by any means whatsoever; (ii) distribute viruses or other harmful or malicious computer code via or into the Products; (iii) engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Products; (iv) remove any product identification, copyright or other notices from the Products; (v) sell, lease, lend, assign, sublicense, grant access or otherwise transfer or disclose the Products in whole or in part, to any third party; (vi) use the Products for timesharing, service bureau or hosting purposes or otherwise use, resell, sublicense, distribute or transfer or allow others to use the Products to or for the benefit of third parties; (vii) modify or incorporate into or with other software or create a derivative work of any part of the Products, unless agreed to in writing by Sauecommerce; (viii) use the output or other information generated by the Products for any purpose other than as contemplated by this Agreement; (ix) use the Products for any use other than Customer’s internal business use; (x) use unauthorized modified versions of the Products, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Product; (xi) use the Products in any way that is contrary to Sauecommerce’s Acceptable Use Policy, located at https://www.Sauecommerce.com/aup/, as such policy may change from time to time (the “Acceptable Use Policy”); or (xii) use the Products in any way that is contrary to applicable local, state/provincial, federal, regional and foreign laws, including without limitation those relating to fiscal laws and VAT regulations, as well as privacy, data protection, electronic communications and anti-spam legislation. Sauecommerce retains all title to, and except as expressly licensed herein, all rights to the Products, all copies, derivatives and improvements thereof, and all related materials.

2.4.  Term of agreement

Unless otherwise agreed to in writing, the “Initial Term” shall mean the duration identified in the Order Form, beginning on the date identified in the Order Form (the “Subscription Start Date”). If the Subscription Start Date is not explicitly nor implicitly identified in the Order Form, the Subscription Start Date shall be the date Customer executes, where applicable, the initial Order Form, unless otherwise agreed to in writing. Some software Products may be made available to Customer on a date prior to the Subscription Start Date identified in the Order Form. If Customer uses such software Products to process taxable business transactions before such identified Subscription Start Date, then the Subscription Start Date will thereby be amended to such earlier date.

Upon expiration of the Initial Term and unless otherwise stated in the Order Form or herein, this Agreement will automatically renew for a duration equal to the Initial Term (each a “Renewal Term”, the “Current Term” being the Initial Term or the then-current Renewal Term (as the case may be); and the Initial Term and all Renewal Terms collectively, the “Term”) until terminated by Customer or Sauecommerce by delivery of written notice to the other party at least ninety days prior to the end of the Current Term, or such period of notice equal to the Current Term where the Current Term is less than ninety days. If no Order Form has been provided, the minimum period of notice required to be given shall be thirty days. In the case of Products licensed on a trial basis, the Term of this Agreement shall be limited to the duration of the trial period identified in the Order Form. Except as otherwise specified herein, Customer may not terminate this Agreement prior to the expiration of the Term.

3.   Fees and payment

Customer shall pay Sauecommerce the annual and/or monthly fees ( Fees ) specified in the Order Form, in accordance with the timing and currency specified in the Order Form. If no Order Form has been provided, the Fees will be as set out on the websites for the relevant Products. Unless required by applicable law, all payments by Customer to Sauecommerce under this Agreement are non-refundable and made via the payment method specified by Customer in the Order Form, or as otherwise agreed in writing by the parties. Customer shall undertake any additional actions reasonably requested by Sauecommerce to implement any automated Fee payment process. Any amounts past due shall accrue interest at a rate which is the lesser of: one and a half percent per month or the maximum rate allowable by law. Any assessment of late fees shall be without prejudice to Sauecommerce s right to suspend Customer s access to the Products. Any applicable goods and services or sales taxes will be added to Fees owing pursuant to this Agreement.

Customer acknowledges and agrees that by executing an Order Form, Customer is obligated to pay all of the Fees identified in (i) the Order Form or website (as applicable), and (ii) this Agreement, for the duration of the Current Term, and that any software subscription discounts or hardware discounts offered to Customer and/or identified on the Order Form are contingent upon the foregoing. Similarly, Customer acknowledges and agrees that, by renewing their subscription, whether implicitly or explicitly, Customer is obligated to pay all of the Fees due under the renewed contract at the then-current prices for the duration of the Renewal Term. Customer further acknowledges and agrees that any discounts offered under the initial Order Form shall not carry over or pertain to the Renewal Term, unless otherwise agreed to in writing.

4.   Confidential Information

Sauecommerce and Customer (each a Receiving Party ) shall each retain in confidence all information received from the other party (the Disclosing Party ) pursuant to or in connection with this Agreement, the Products or the Beta Technology, that the Disclosing Party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential ( Confidential Information ), and will make no use of such Confidential Information except as necessary to fulfill their respective obligations under this Agreement. Each party shall treat the terms and conditions of this Agreement as confidential; however, either party may disclose such information in confidence to its legal and financial consultants as required in the ordinary course of that party s business. Notwithstanding the foregoing, the restrictions set forth above will not apply to (i) information previously known to the Receiving Party without reference to the Disclosing Party s Confidential Information, (ii) information which is or becomes publicly known through no wrongful act of the Receiving Party, (iii) information that is independently developed by the Receiving Party without reference to the Disclosing Party s Confidential Information, or (iv) information required to be disclosed pursuant to applicable law by enforceable orders of the court or other governmental authority. The foregoing shall also not prevent Sauecommerce from using Customer Data on an aggregate and deidentified basis. Customer shall ensure that its Users fully comply with the terms of this Section and shall be responsible for any damages suffered by Sauecommerce as a result of a User s failure to do so.

5.   Customer representations

Customer represents and warrants that currently and throughout the Term (i) Customer is fully authorized to enter into this Agreement and that Customer and any Users are fully authorized to utilize the Products, (ii) Customer and any Users are and will remain in compliance with all Sauecommerce policies, applicable laws and regulations with respect to its and their use of the Products and activities related to this Agreement, including but not limited to fiscal and privacy laws; and (iii) if Customer or any of its Users imports lists into the Products for the purpose of sending electronic communication (e.g., email, text messages), or otherwise collects electronic addresses for the purpose of sending electronic messages, then Customer warrants that each person on such list has previously opted-in to receive promotional electronic communications from Customer (where applicable) and that the content of such communications by Customer will comply with applicable laws and regulations.

6.   Customer data, privacy and intellectual property

Customer Data means any data that Customer or its Users input into the Products for processing in connection with this Agreement, including any personally-identifiable information ( Personal Data ) forming part of such data. Customer may select the Personal Data it inputs into the Products at its sole discretion; Sauecommerce has no control over the nature, scope, origin, and/or the means by which Customer acquires Personal Data processed by the Products. Sauecommerce will comply, and will ensure that its personnel comply, with the requirements of applicable privacy laws and regulations governing Customer Personal Data in Sauecommerce s possession or under its control. Customer is solely responsible for ensuring that it complies with any legal, regulatory or similar restrictions applicable to the types of data Customer elects to process with the Products. Customer remains responsible for properly handling and processing notices regarding Personal Data of Customer s clients and Users.

The Products grant Customer the ability to independently backup and archive Customer Data. Accordingly, Customer is responsible for performing regular backups of Customer Data. Nevertheless, Sauecommerce will regularly perform backups of Customer Data stored in the Products. Sauecommerce will assist Customer in recovering and restoring Customer Data to the Products to the extent commercially feasible. Customer understands and agrees that Sauecommerce is not responsible for any loss or corruption of Customer Data or other software.

Sauecommerce uses and protects Customer Data, including information transmitted via the Products, in accordance with Sauecommerce s Privacy Policy, located at https://www.Sauecommerce.com/pp/ (the Privacy Policy ). In addition to the permissions granted in the Privacy Policy, Customer allows Sauecommerce to use and share non-personal data with third parties to build anonymous data profiles, provide segmented marketing information, create aggregate statistical reports, and improve current and new products and services.

It is the policy of Sauecommerce to respect the intellectual property rights of others. Sauecommerce does not condone the unauthorised reproduction or distribution of third party intellectual property.

6.1.  Feedback

Customer agrees that any materials that it provides to Sauecommerce, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, modifications, improvements, original or creative materials or other information regarding Sauecommerce or the Products or the Beta Technology, whether such materials are provided in email, feedback forms, or any other format (the Feedback ), shall belong exclusively to Sauecommerce, without any requirement to acknowledge or compensate Customer. Customer agrees to assign, and hereby assigns, all right, title, and interest worldwide in the Feedback and the related intellectual property rights to Sauecommerce and agrees to assist Sauecommerce, at Sauecommerce s expense, in perfecting and enforcing such rights. Sauecommerce may disclose or use Feedback for any purposes whatsoever without any obligation to Customer.

6.2. Third-party services

Third-Party Services are products, applications, services, software, networks, systems, directories, websites, databases and information from third parties, including from products which Customer may connect to or enable in conjunction with one or more Products. Customer may decide to enable, access or use any Third-Party Services (as defined above). Customer agrees that access and use of such Third-Party Services shall be governed solely by the terms and conditions of such Third-Party Services, and that Sauecommerce is not responsible or liable for, and makes no representations or warranties as to any aspect of such Third-Party Services, including, without limitation, their content or data practices (including with regards to Customer Data and Personal Data) or any interaction between Customer and the provider of such Third-Party Services, regardless of whether or not such Third-Party Services are provided by a third party that is a member of a Sauecommerce partner program or otherwise designated by Sauecommerce as certified , or approved by or integrated with Sauecommerce. Any use by Customer of Third-Party Services shall be solely between Customer and the applicable third-party provider. Customer irrevocably waives any claim against Sauecommerce with respect to such Third-Party Services. Sauecommerce is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer s enablement, access or use of any such Third-Party Services, or Customer s reliance on the privacy practices, data security processes or other policies of such Third-Party Services.

7.   Maintenance activities and product changes

It may be necessary for Sauecommerce to perform scheduled and/or unscheduled repairs or maintenance, or remotely patch or upgrade the Product. This may temporarily degrade the quality of the services or result in a partial or complete outage of the Product. Sauecommerce will endeavour to carry out such work during times that will cause the least disruption to Customer s business. Customer shall cooperate, if necessary, to perform such work.

Sauecommerce may add to, at any time and its full discretion, remove, change or discontinue the Products or any component or version of the Products at any time (the Product Changes ), which may require Customer to take certain actions including, but not limited to, installing certain patches, fixes or updates, upgrading to a new version of a Product and/or migrating to an alternative Product. Such Changes may be made for reasons including, but not limited to: (i) to comply with applicable law or regulation, (ii) for security reasons, (iii) due to changes imposed by a third party supplier, and/or (iv) due to the termination of our relationship with a third party supplier which is material for the provision of the Products.

8.   Termination and Suspension

In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by giving the breaching party written notice specifying the nature of the breach in reasonable detail and the non-breaching party s intention to terminate (a Termination Notice ). If the breach has not been cured within the period ending thirty (30) days following delivery of the Termination Notice, then this Agreement shall automatically terminate.

Notwithstanding the foregoing, Sauecommerce reserves the right, at any time and without notice, to terminate this Agreement if Customer violates the license restrictions under Section 2.3 of the Agreement.

Notwithstanding the foregoing, Sauecommerce may suspend Customer s access to the Products immediately without notice if Sauecommerce, in its sole discretion, believes: (i) such suspension is required by law; (ii) there is a security or privacy risk to Customer; (iii) Customer is infringing or violating the rights of third parties, or acting in a manner that is abusive, profane or offensive; (iv) Customer does not pay its Fees or any invoices in a timely manner; or (v) Customer is in breach of any material provision of this Agreement, including its license restrictions or confidentiality obligations. Any suspension of Customer s access to the Products will not limit or waive Sauecommerce s rights to terminate this Agreement or Customer s access to the Products.

Upon termination of this Agreement, Customer shall discontinue its use of the Product(s). Notwithstanding the foregoing, termination of this Agreement by Sauecommerce shall not limit Customer s obligation to pay all of the applicable Fees, nor restrict Sauecommerce from pursuing any available remedies, including injunctive relief. Customer agrees that following termination of Customer s account and/or use of the Product, Sauecommerce may immediately deactivate Customer s account and delete Customer Data. Customer further agrees that Sauecommerce shall not be liable to Customer nor to any third party for any termination of Customer s access to the Product or deletion of Customer Data in accordance with this Agreement. Sections discussing license restrictions, Fees and payment, confidentiality, Customer representation, indemnification, and limitation of liability shall survive termination of this Agreement, along with any other provisions that are intended by their terms to survive.

Notwithstanding anything to the contrary in the Agreement, should the Agreement be terminated (a) by Customer prior to completion of the Current Term for any reason other than breach by Sauecommerce under Section ., or (b) by Sauecommerce for material breach by Customer under Section --- or ----, Customer will be charged an early termination fee calculated as the sum of: (i) any non-recurring Fees relating to the terminated Agreement(s) which have not been paid to Sauecommerce as of the effective date of termination; and

(ii) any recurring Fees under the Agreement that would have otherwise become due during the remainder of the Current Term; and (iii) the difference between the list price (as indicated on our website), and the discounted price (if any) on either software and/or Hardware that the Customer may have received during or pertaining to the Current Term (collectively, the Early Termination Fee ). The Customer (i) authorizes Sauecommerce to collect the Early Termination Fee, and any applicable taxes due on such fee, according to the same payment methods and/or accounts for collecting amounts under the Agreement, and (ii) acknowledges that the Early Termination Fee shall be immediately due and payable in full. The Parties acknowledge and agree that the Early Termination Fee is a genuine and reasonable pre-estimate of the loss and damage suffered by Sauecommerce in the event that the Customer terminates prior to completion of the Current Term and not a penalty.

if Sauecommerce violates the terms of this Agreement in a significant way, you are entitled to early termination. This right also applies to Sauecommerce in the event you violate the terms of this Agreement.

Termination doesn t occur instantly you must first send us a Termination Notice giving us thirty (30) days to fix the breach. If the breach is legitimate and we fail to fix it, you are free to cancel this Agreement. You should also know that we may cancel this Agreement without sending you a Termination Notice for breaches to the specific sections listed to the left. In certain circumstances, we may be forced to suspend your access to the Products. For example, this would occur:

• if it was required by law
• if you are faced with a privacy or security risk
• if you infringe or violate the rights of third parties
• if you refuse to pay us
• If you breach any material obligations under this agreement.

If this agreement is cancelled, you agree to stop using the Products and to pay us any Fees that are still outstanding. Any instalments that have not yet matured will become due immediately upon termination. We might also deactivate your account and delete any of your data.

Customers who cancel their subscription prior to the end of the term, are charged with an early termination fee.

9.   Indemnification

Customer shall indemnify, defend and hold harmless Sauecommerce and its officers, employees, and agents from and against all losses, expenses, liabilities, damages and costs including, without limitation, reasonable legal fees (collectively Costs ), to the extent that such Costs are attributable to any breach by Customer or any User, independent contractor, or affiliate thereof, of any representations, warranties or other obligations set forth in this Agreement.

Sauecommerce shall indemnify, defend and hold harmless Customer and its officers, employees, agents and affiliates from and against all Costs, to the extent such Costs are attributable to the Products infringing or misappropriating any registered third-party intellectual property right, including trademarks, patents and copyrights if Sauecommerce is notified promptly in writing and given authority, information, and assistance for the defence or settlement of any related proceeding.

10.  Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SAUECOMMERCE S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY CUSTOMER DURING THE THIRTY-DAY PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM GIVING RISE TO SUCH LIABILITY WAS FIRST ASSERTED.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT, STATUTORY REMEDY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE AND IRRESPECTIVE OF WHETHER EITHER PARTY HAS ADVISED OR BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, CUSTOMER HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION FAIRLY ALLOCATE THE RISKS UNDER THIS AGREEMENTAS BETWEEN THEM. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED IN CONNECTION WITH MAKING THE PRODUCTS AVAILABLE TO CUSTOMER AND THAT, WERE SAUECOMMERCE TO ASSUME FURTHER LIABILITY OTHER THAN AS SET FOR HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SIGNIFICANTLY HIGHER.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SAUECOMMERCE WILL NOT BE LIABLE OR INDEMNIFY CUSTOMER IN ANY WAY FOR ANY DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM (i) CUSTOMER S OMISSION TO SAFEGARD THEIR PAYMENT METHOD (II) INSTALL ANY PATCH, FIX, UPDATE OR UPGRADE, AND/OR (iiI) ANY PRODUCT CHANGES PURSUANT TO SECTION.

11.   Assignment and Subcontractors

Customer may not assign any of its rights or obligations under this Agreement without Sauecommerce s prior written consent. Sauecommerce may, without Customer s prior consent, assign its rights and obligations under this Agreement. Subject to the foregoing, the provisions of this Agreement shall be binding on and inure to the benefit not only of the parties hereto but also to their successors and permitted assigns. Sauecommerce shall be free to perform all or any part of this Agreement through one or more subcontractors.

12. Governing Law

This Agreement will be governed by and construed in accordance with the laws of England and Wales. Any dispute relating to the same will be subject to the exclusive jurisdiction of the English and Welsh Courts. In the event of any controversy or claim arising out of or relating to this Agreement, or the breach or interpretation thereof, the parties agree to submit to the exclusive Jurisdiction of and venue in the applicable courts in England and Wales. The prevailing party in any action or proceeding brought under this Agreement shall be entitled to recover from the other party, in addition to all other relief, its reasonable attorneys and other experts fees and expenses incurred with respect to such action or proceeding.

Any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to: (i) this Agreement; (ii) the Products, services or equipment provided by Sauecommerce; (iii) oral or written statements, or advertisements or promotions relating to this Agreement or to the Products, services or equipment; or (iv) the relationships that result from this Agreement (collectively the Claim ) will be determined by arbitration to the exclusion of the courts. Arbitration will be conducted by one arbitrator pursuant to the laws and rules relating to commercial arbitration in the jurisdiction indicated in Section III below that are in effect on the date of the notice.

Customer agrees to waive any right Customer may have to commence or participate in any class action or representative proceeding against Sauecommerce related to any Claim and, where applicable, Customer also agrees to opt out of any class or representative proceedings against Sauecommerce.

Notwithstanding the foregoing provisions, (i) each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and (ii) Sauecommerce reserves the right to collect any outstanding amounts that Customer owes to Sauecommerce in a court of competent jurisdiction.

If one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions of this Agreement shall be unaffected.

Customer may address all notices, statements and other communications to Sauecommerce to the following address:

sauecommerce Noko Unit 3-6 Banister Road London W10 4AR with a mandatory copy to: [email protected].

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Sauecommerce may provide any and all notices, statements and other communications to Customer through either email, posting on its website, an in-product message, or by mail or express delivery service.

During the term of this Agreement, Customer grants Sauecommerce a free license to use, reference and display the Customer s name and trademarks in any communications, including publications, press releases, stories, websites, social media posts, and public filings in connection with the promotion, marketing, distribution and public disclosure of the Sauecommerce brand, activity and Products (collectively, the Materials ). Following the termination of this Agreement, Sauecommerce shall have sixty (60) days to remove all Customer s name and trademarks from the Materials.

Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than Customer s payment obligations) by reason of any act of God, fire, natural disaster, accident, act of government, shortage of materials, failure of transportation or communication or of suppliers of goods or services, or any other cause to the extent it is beyond the reasonable control of such party.

This Agreement, along with the applicable Order Form, the Privacy Policy, and the Acceptable Use Policy, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto.

In the event of any inconsistency or conflict between the terms of the Agreement and the terms of the Order Form, the terms of the Order Form shall govern. Sauecommerce reserves the right, at any time and upon thirty (30) days written notice, to amend this Agreement, including making changes to the Fees and scope of the Products.

Customer has reviewed, understood and accepted the terms and conditions set forth in this Agreement and has either consulted with legal counsel prior to executing this Agreement or has knowingly forgone its right to consult with legal counsel prior to such execution.

The parties acknowledge that they require that this Agreement be drawn up in the English language, that the English language version prevails and that any translation is for information purposes only.

14. e-commerce product-specific Terms and Conditions

14.1. Webstores

Customer will retain ownership of the URL and/or domain name applicable to any website utilised by Customer in connection with the products ( Customer s Site ).

Customer represents and warrants that currently and throughout the Term, Customer and any Users are fully authorised to publish, and authorise Sauecommerce to publish on behalf of Customer, without the necessity of obtaining any further permissions from or payments to any third party, all of the materials provided for publication on Customer s Site, including without limitation, text, logos, photos and other graphics.

For Customers in certain countries, certain Product functionality, such as the online shopping cart, can be added to social media networks, such as Facebook or TikTok ( Social Media Network ).

By connecting Customer s account to a Social Media Network account, Customer acknowledges and agrees that they are consenting to the continuous release of information to others, including to the Social Media Network (in accordance with their privacy settings on the Social Media Network and Sauecommerce account settings). Sauecommerce and the Social Media Networks are continually making changes and improvements to this feature, and therefore the available features, and information that is shared, may change from time to time and without notice.

14.2. Subscription plans

If you choose to upgrade or downgrade your subscription from one paid plan ( Old Plan ) to another paid plan ( New Plan ), your service will be switched immediately to the New Plan. The payment for the unused portion of service from your Old Plan will be credited toward the price of the New Plan. Your future monthly billing date will always remain the same. If the Plan change is a downgrade, credit will be applied to future months and your next monthly fee will be charged when the credit from the Old Plan has been used. If the Plan change is an upgrade, you will be charged the remaining portion for the current billing period immediately, and subsequent months will be charged on your previously existing billing date. Remaining credit from the current billing period will be calculated based on the number of remaining days in the current billing month.

Notwithstanding other provisions of this Agreement, Customers can cancel their paid subscriptions to at any time by downgrading to a free plan. There will be no subsequent charges to their credit card or Paypal account after cancellation.

The account may be terminated by selecting the Close my account option in the account. Any paid subscription needs to be cancelled before an account can be closed.

14.3. Hardware

If Customer agrees to purchase point-of-sale equipment and supplies ( Hardware ), Customer shall pay the purchase price set forth in the Order Form, including shipping/handling fees, duties, brokerage fees, and any applicable sales, use, harmonized, valued-added or similar taxes. Hardware is subject to availability and will be shipped to Customer upon due receipt of payment. Sauecommerce may fulfill a Hardware purchase order by shipping to Customer an equivalent Hardware product with same functionality. All sales of Hardware are final. Customer must verify no later than five (5) business days from receipt of Hardware that shipment was accurate and complete, failing which the Product warranty under this section will be inapplicable.

In addition to any applicable manufacturer s warranty, Sauecommerce warrants to Customer that new Hardware will be free from defects in workmanship and materials for thirty (30) days from the date that Hardware was shipped to Customer as original end-user ( Warranty Period ). This Limited Warranty is not transferable. During the Warranty Period, Sauecommerce may, at its sole option, repair or replace Hardware without charge for either labor or parts. If Sauecommerce is unable to repair or replace the Hardware, Sauecommerce agrees to refund Customer the net purchase price paid by Customer for the affected Hardware. Hardware must be returned in good condition in the original packaging and include all related components. Charges for returning Hardware shall be for Customer s account. A restocking fee may also apply. Following expiration of the Warranty Period, Customer must contact manufacturer for any repairs or replacement and adhere to manufacturer s merchandise return procedures. The manufacturer s warranty and contact information are included with the Hardware. Sauecommerce s Limited Warranty does not apply: (i) to normal wear and tear; (ii) if the Hardware is opened, tampered with or repaired by someone not authorized by Sauecommerce; (iii) to any damage attributable to misuse, moisture or liquids, accident, abuse, neglect or misapplication; (iv) to physical damage to the surface of Hardware, such as scratches, dents or other cosmetic changes; or (v) if used with products or services not provided or licensed by Sauecommerce.

Sauecommerce may provide Customer with occasional help and guidance with regard to Customer s network installation and setup, however, Customer remains at all times responsible for its own network.

REPAIR OR REPLACEMENT ARE THE EXCLUSIVE REMEDY PROVIDED IN CONNECTION WITH THE PURCHASE BY CUSTOMER OF THE HARDWARE. SAUECOMMERCE, ON BEHALF OF ITSELF, ITS RESELLERS AND DISTRIBUTORS, HEREBY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESS FOR PURPOSE.

14.4. Shipping Labels

If Customer chooses to use Sauecommerce s shipping labels feature, Sauecommerce and any designated third parties will serve only as an intermediary between Customer and the shipping carrier (e.g., USPS), allowing Customer to purchase postage and print shipping labels. While Sauecommerce will facilitate the purchase and production of shipping labels, Customer is responsible for shipping to its clients. Sauecommerce is not responsible for picking up, transporting, delivering or otherwise dealing with any shipments.

Customer s use of postage is subject to, and each Customer is responsible for compliance with, all applicable carrier rules and all local and international shipping and customs regulations, charges, taxes and duties. If any such charges become due and are charged to Sauecommerce by any competent authority as a result of Customer's use of Sauecommerce shipping labels feature, Customer agrees to reimburse Sauecommerce fully in respect of the same within 14 days of demand.

Customer must maintain a valid payment method on file to use the shipping labels feature, and Customer authorizes Sauecommerce to charge such payment method for any fees incurred in relation to the shipping labels feature. If payment is declined, or if Sauecommerce is otherwise not able to collect payment, Customer will not be able to purchase any subsequent postage until such fees are paid.

Customer acknowledges and agrees that use of Sauecommerce s shipping labels feature, including information transmitted to or stored by Sauecommerce, is governed by Sauecommerce s Privacy Policy. At the same time, any chosen shipping carrier will apply their own privacy policy to the information processed by that carrier.