KingswaySoft

Terms and Conditions of Purchase

Legal Documentation

Terms and Conditions of Purchase

These terms and conditions are subject to change without prior written notice at any time, in the sole discretion of KingswaySoft.

GENERAL

In these Terms and Conditions of Purchase ("Purchase Terms"):

  1. "Customer" means an individual or a legal entity purchasing Product directly from KingswaySoft.
  2. "KingswaySoft" means KingswaySoft Inc., an Ontario corporation with its registered office at 408 North Service Rd E, Suite 200, Oakville, ON L6H 5R2, Canada.
  3. "Product" means any software program or service made available by KingswaySoft, unless otherwise expressly stated in these Purchase Terms. The use of Product by Customer is governed by the applicable Terms of Use.
  4. "KingswaySoft Website" or "Site" means any website that is the property of KingswaySoft Inc. ("KingswaySoft", "we"), including but not limited to everything hosted under the domains listed at https://www.kingswaysoft.com/legal/websites/.
  5. "End-User License Agreement" (or "EULA") mean the terms and conditions set forth by KingswaySoft for the Product in its end-user license agreement, terms of service, or other standard customer agreements in addition to these Purchase Terms.
  6. "Privacy Policy" means the KingswaySoft Privacy Policy available at https://www.kingswaysoft.com/legal/privacy-policy, which may be updated from time to time.
  7. "Personal data" means any information relating to an identified or identifiable natural person.

These Terms and Conditions of Purchase apply to all orders placed by the Customer with KingswaySoft or its reseller by any means, including, but not limited to, electronic ordering via KingswaySoft website, by mail, or by email.

Besides the Purchase Terms, the Customer or end-user of the Product must also agree with the End-User License Agreement (EULA) of the Product, which governs the use of the Product. Customers may request a copy of the EULA of the Product by reaching out to KingswaySoft (see contact information).

Orders placed by Customer with a reseller of KingswaySoft are subject to additional terms and conditions of purchase set forth by that reseller. However if there are any conflicts between the reseller's terms and this agreement here and/or the KingswaySoft End-User License Agreement, this agreement and KingswaySoft End-User License Agreement shall prevail.

PRICE AND TAXES

Customer may place an order with KingswaySoft:

  1. online on the KingswaySoft Website;
  2. by email using the appropriate contact of KingswaySoft.

Order details shall be in English. Customer can modify order details before acceptance of Customer order by KingswaySoft by submitting a written notice to KingswaySoft. English is the preferred language for order-related inquiries.

Any order is not binding upon KingswaySoft until accepted by KingswaySoft. 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 KingswaySoft.

PRICES AND PAYMENT TERMS

KingswaySoft sets prices and accept payments for Products in USD only. Prices are subject to change by KingswaySoft at any time without prior notice.

Payment terms for the Products are pre-payment unless otherwise agreed in writing.

KingswaySoft accepts major debit and credit cards (collectively, "payment cards") for online orders via third-party payment gateway provider - Stripe. KingswaySoft 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. When processing the credit card transactions, the Customer's credit card details are collected and sent to the payment gateway provider, KingswaySoft never sees or records Customer credit card details.

By purchasing Product requiring regular payments on a monthly, quarterly, or annual basis ("Recurring Payments"), Customer authorizes KingswaySoft 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://www.kingswaysoft.com/store 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 KingswaySoft.

KingswaySoft accepts purchase orders, however Purchase orders are subject to advance payment by mailed check, ACH payment or wire transfer.

PRODUCT DELIVERY

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

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

Products shall be deemed delivered to Customer on the date when KingswaySoft sends a Product email to the email address provided by Customer. KingswaySoft shall not be liable for any failure to deliver Product to Customer due to non-delivery of an email message concerning the 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 there is a possibility to issue the invoice without Local Tax, Customer is obliged to provide KingswaySoft 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 KingswaySoft under any invoice.

TEMPORARY SUSPENSION FOR NON-PAYMENT

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

If KingswaySoft suspends Customer's access to KingswaySoft' 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 KingswaySoft' Products. During any period of suspension, Customer hereby agrees that KingswaySoft is entitled to charge Customer for the entire period during which Customer has access to KingswaySoft Products.

ORDER CANCELLATION AND REFUND

Except the cases that the Customer chooses to upgrade to a higher tier of Product license, all Product sales are final and KingswaySoft does not offer any refund, or any order cancellation.

In the cases that Customer chooses to upgrade to a higher tier of Product license, KingswaySoft may issue a partial refund or credit based on the current license's usage as if it were used as a subscription license. Such refunds or credits are issued on a case-by-case basis, at the sole discretion of KingswaySoft.

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 and United States (specifically the Export Administration Act of 1979 and the Export Administration Regulations ("EAR")). 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 KingswaySoft 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, KingswaySoft 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, 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 KingswaySoft, unless accepted by KingswaySoft in writing and signed by the duly authorized representative of KingswaySoft. If Customer's terms and conditions of purchase are different from or in addition to these Purchase Terms, this agreement shall prevail and Customer's terms are hereby rejected, unless otherwise agreed in writing with KingswaySoft.

These Purchase Terms are subject to change at any time by KingswaySoft by posting the updated Purchase Terms on the KingswaySoft website at www.kingswaysoft.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.

This agreement and any sales hereunder shall be governed by the laws of the Ontario of Canada.  Any legal action or proceeding related to this agreement shall be instituted solely in a provincial or federal court in the Province of Ontario, Canada. If any legal action is brought to enforce this agreement, the prevailing party will be entitled to receive its legal fees and costs.

PERSONAL DATA

At KingswaySoft, we work almost exclusively with business clients. In connection with purchase of Products by Customer, KingswaySoft and its affiliates will process Customer's Personal Data, in particular, Customer's contact and identification details and information in providing services to the business that the Customer belongs to, for the following purposes:

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

Customer may object to processing of Customer's Personal Data for the purposes 2 to 4 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, KingswaySoft may process information including but not limited to Customer's name, email address, business name, business address, telephone number, payment data, and corporate tax identification number where applicable. To receive the software, support, and services, Customer explicitly fills in their Personal Data, whether Customer purchases a KingswaySoft Downloadable Software Product, or KingswaySoft Software as a Service. KingswaySoft uses its best effort to collect the minimal amount of information required to complete the order process, or deliver our services.

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

Transfer of Personal Data to third parties. KingswaySoft 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 KingswaySoft, may send them Customer's Personal Data. When doing so, KingswaySoft will use its best effort to send the minimal amount of information required by third-party providers to fulfill their services. Personal Data collected from Customer might be transferred to:

  1. A third-party payment provider to process payment transactions.
  2. Other representatives of the same Customer.

KingswaySoft 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. outstanding invoice 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 [email protected].