(i) the provision of a licence to use our webstore software for Gaming Servers (“Tebex”);
(ii) the provision of different levels of functionality in Tebex; and
(iii) the provision of certain other ancillary services relating to your use of Tebex,
(collectively, the “Services”).
These Terms apply to any Contract (as defined at clause 9) formed between us relating to your purchase of a subscription plan for the Services (“Plan”) regardless of the level of Plan that you purchase. The nature and extent of the Services that we provide to you will depend upon the level of Plan that you purchase. You can find out more about the Plans that we offer, and the Services included with each Plan, on our website located at www.tebex.io (our “site”).
Please read these Terms carefully and make sure that you understand them before purchasing a Plan. Please note that before you purchase a Plan, or obtain the benefit of the Services, you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to purchase a Plan or obtain the benefit of the Services.
We may amend these Terms from time to time as set out in clause 10. Please check this page regularly to ensure that you are familiar with and understand the terms which will apply at that time.
These Terms were most recently updated on 28 March 2020.
These Terms, and any Contract between us, are only in the English language.
1.1 We are Tebex Limited t/a Buycraft and Tebex, a company registered in England and Wales under company number 08129184 and with our registered office at 14 Park Row, Nottingham, England, NG1 6GR. Our VAT number is GB167189962. Our site, and Buycraft, are both operated by us.
1.2 You may contact us by e-mailing us at email@example.com. If you wish to give us formal notice of anything under these Terms, please see clause 16.
2.1 In consideration of you paying our fees in accordance with these Terms, you may obtain the benefit of the Services during the Plan Period (defined in clause 2.2 below).
2.2 Your Plan will start on the date on which you sign up for the Plan on our site (“Start Date”) and, subject to earlier termination in accordance with these Terms, will continue until you cancel your Plan, or change to another Plan, in accordance with these Terms (“Plan Period”).
2.3 We may refuse to accept any order by you to purchase a Plan at any time at our discretion.
2.4 We may suspend or cancel your Plan at any time at our discretion for any reason. Except where we suspend or cancel your Plan as a consequence of your breach of these Terms (in which case no refund will be given), if you have paid a Plan Fee that relates to a period of time which extends beyond the date of suspension or cancellation, we will refund to you a pro-rata proportion of the Plan Fee in respect of each day paid for, but for which you have not received the benefit of the Services.
3.1 The following fees and commissions are payable:
3.1.1 a monthly subscription fee for your Plan as set out on the pricing page of our site located at www.tebex.io/pricing; and
3.1.2 if you are selling Products relating to First Party Games (in each case as defined in clause 12), commissions and/or transaction fees as further detailed in clause 12.5,
together “the Plan Fees”.
Please note that some of our Plans provide that your Plan Fees may vary depending upon the number of transactions processed through Your Webstore (as defined at clause 11).
3.2 We take all reasonable care to ensure that the Plan Fees are correct but will notify you if we become aware that we have made a mistake on our site or in any other communication to you.
3.3 We may change the Plan Fees from time to time by updating our site and by notifying you by email and, subject to clause 3.5, these changes will take effect from your next Billing Date (as defined at clause 4.2).
3.4 The Plan Fees, unless otherwise indicated on the site, excludes any sales or other local tax which shall, if applicable, be payable by you in addition at the rate from time to time in force.
3.5 If we notify you of a mistake (as referred to in clause 3.1), or change our Plan Fees (as referred to in clause 3.3), and you no longer wish to proceed with your Plan, you may cancel your Plan in accordance with clause 5.3 below.
4.1 You can only pay the Plan Fees using the payment methods listed on our site. Where your Plan Fees require the payment of recurring monthly payments, we may require that you pay using a recurring payment method provided by third party payment providers such as PayPal. Details of such services are available on our site.
4.2 The Plan Fees (if applicable) are payable monthly in advance with the first payment being payable on the Start Date and each subsequent payment being payable on, or on the date immediately preceding (in cases where it is not possible to process your payment on the same date) the same date of each subsequent month during the Plan Period thereafter (the “Billing Date”). Your payment for the Plan Fees will be processed automatically on the Billing Date using the payment details that you provide to us from time to time and we will confirm to you by e-mail that this has happened.
4.3 Transactions made through our site will be in Pounds Sterling. If you wish to pay with any other currency, the exchange rate and any additional transaction charges will be controlled and applied by the issuing bank and not us. We will not be liable for any additional charges incurred in respect of this.
5.1 We offer a number of different Plans and the Services that we provide to you will depend upon the level of Plan that you purchase. A brief summary of the key features of each Plan, and the Plan Fees applicable to each Plan, can be viewed on the pricing page of our site located at www.tebex.io/pricing.
5.2 We may from time to time, at our discretion, offer Plans to you that are free of charge, or provide you with the benefit of certain ‘paid for’ Plans on a trial basis free of charge (“Free Service”). We may withdraw any Free Service at any time at our discretion. We do not offer any warranties (whether express or implied) to you in relation to any Free Services.
5.3 If you wish to change your Plan (either to upgrade or downgrade to another Plan), or cancel your Plan, you may do so at any time through accessing your account on our site or by sending us a written request by e-mail. We will aim to respond to any such request, and notify you by email that we have processed your requested change or cancellation, within 48 hours. Clause 5.4 below sets out applicable terms in relation to your Plan Fees in the event that you wish to change or cancel your Plan.
5.4 Where you change your Plan (either to upgrade or downgrade to another Plan) or cancel your Plan by following the procedure set out in clause 5.3 above, the following shall terms shall apply in respect of the Plan Fees paid or payable by you:
5.4.1 where you upgrade your Plan from a Free Service, then your new Plan will take effect from the date on which you sign up for your new Plan and pay the Plan Fees, and this date shall be deemed to be the Start Date for your Plan and will be the date by reference to which your Billing Date will be determined;
5.4.2 where you upgrade your Plan from one ‘paid for’ Plan to another (for example from our ‘Premium’ Plan to our ‘Ultimate’ Plan), your Billing Date will not change, but you will be charged a pro-rata amount which reflects the difference between the Plan Fees applicable to your new Plan less the Plan Fees already paid by you for your existing Plan in respect of the period from the date on which you upgraded your Plan until your next Billing Date;
5.4.3 where you downgrade your Plan, either from one ‘paid for’ Plan to another or from a ‘paid for’ Plan to a Free Service, the change in your Plan shall take effect from your next Billing Date and no refund shall be given in respect of any Plan Fees already paid by you prior to the date of the change;
5.4.4 where you cancel your Plan, your cancellation shall take effect from your next Billing Date but no refund shall be given in respect of any Plan Fees already paid by you prior to the date of cancellation.
7.1 This clause 7 sets out how you and we will process personal information of your customers visiting and using Your Webstore (as defined at clause 11).
7.2 In this clause 7:
7.2.1 “Controller”, “Data Subject”, “Personal Data”, “Processor” and “processing” shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including “process”, “processing”, “processed” and “processes” shall be construed accordingly) and “international organisation” and “Personal Data Breach” shall have the respective meanings given to them in the GDPR;
7.2.2 “Data Protection Laws” means any applicable law relating to the processing, privacy and use of Personal Data, as binding on either party or the Services, including:
(a) the Directive 95/46/EC (Data Protection Directive) and/or Data Protection Act 1998 or the GDPR;
(b) any laws which implement any such laws;
(c) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and
(d) all guidance, guidelines, codes of practice and codes of conduct issued by any relevant supervisory authority relating to such Data Protection Laws (in each case whether or not legally binding);
7.2.3 “GDPR” means the General Data Protection Regulation (EU) 2016/679;
7.2.4 “Protected Data” means Personal Data received from us or someone on our behalf in connection with the performance of your obligations under these Terms and/or the Contract;
7.2.5 “Sub-Processor” means any agent, subcontractor or other third party (excluding its employees) engaged by you for carrying out any processing activities on your behalf in respect of the Protected Data; and
7.2.6 “supervisory authority” means any regulator, authority or body responsible for administering Data Protection Laws.
7.3 The parties agree that we are a Controller and you are a Processor for the purposes of processing Protected Data pursuant to these Terms and/or the Contract. You shall, and shall ensure your Sub-Processors and each of your personnel shall, at all times comply with all Data Protection Laws in connection with the processing of Protected Data in connection with the operation of Your Webstore and shall not by any act or omission cause us (or any other person) to be in breach of any of the Data Protection Laws. Nothing in these Terms and/or the Contract relieves you of any responsibilities or liabilities you have under Data Protection Laws. You must complete our GDPR Audit (at Schedule 1) prior to receiving access to your Plan, and you shall recertify (and amend if required) your response to the GDPR Audit on a 6-monthly basis. Failure to keep your GDPR Audit updated may result in us suspending access to Protected Data.
7.4 You shall indemnify us, and keep us indemnified, against:
7.4.1 all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, sanctions, expenses, compensation paid to Data Subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by you of your obligations under this clause 7; and
7.4.2 all amounts paid or payable by us to a third party which would not have been paid or payable if your breach of this clause 7 had not occurred.
7.5 You shall only process (and shall ensure your personnel only process) the Protected Data in accordance with Schedule 1, these Terms, the Contract and our written instructions from time to time except where otherwise required by applicable law (and in such a case shall inform us of that legal requirement before processing, unless applicable law prevents you doing so on important grounds of public interest). You shall immediately inform us if any instruction relating to the Protected Data infringes or may infringe any Data Protection Law. In relation to direct marketing, you shall ensure that any marketing emails directed at Data Subjects contain straightforward unsubscribe options.
7.6 You shall at all times implement and maintain appropriate technical and organisational measures to protect Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such technical and organisational measures shall be at least equivalent to the technical and organisational measures set out in Part B of Schedule 1 and shall reflect the nature of the Protected Data.
7.7 You shall:
7.7.1 not permit any processing of Protected Data by any agent, subcontractor or other third party (except your own employees that are subject to an enforceable obligation of confidence with regards to the Protected Data) without our prior specific written authorisation of that Sub-Processor and only then subject to such conditions as we may require;
7.7.2 ensure that access to Protected Data is limited to the authorised persons who need access to it to operate Your Webstore;
7.7.3 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing the same obligations as under this clause 7 that is enforceable by you and ensure each such Sub-Processor complies with all such obligations;
7.7.4 remain fully liable to us under these Terms and/or the Contract for all the acts and omissions of each Sub-Processor as if they were your own; and
7.7.5 ensure that all persons authorised by you or any Sub-Processor to process Protected Data are reliable and:
(a) adequately trained on compliance with this clause 7 as applicable to the processing;
(b) informed of the confidential nature of the Protected Data and that they must not disclose Protected Data;
(c) subject to a binding and enforceable written contractual obligation to keep the Protected Data confidential; and
(d) provide relevant details and a copy of each agreement with a Sub-Processor to us on request.
7.8 You shall (at your own cost and expense):
7.8.1 promptly provide such information and assistance (including by taking all appropriate technical and organisational measures) as we may require in relation to the fulfilment of our obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws); and
7.8.2 provide such information, co-operation and other assistance to us as we reasonably require (taking into account the nature of processing and the information available to you) to ensure compliance with our obligations under Data Protection Laws, including with respect to:
(a) security of processing;
(b) data protection impact assessments (as such term is defined in Data Protection Laws);
(c) prior consultation with a supervisory authority regarding high risk processing; and
(d) any remedial action and/or notifications to be taken in response to any Personal Data Breach and/or any complaint or request relating to either party’s obligations under Data Protection Laws relevant to these Terms and/or the Contract, including (subject in each case our prior written authorisation) regarding any notification of the Personal Data Breach to supervisory authorities and/or communication to any affected Data Subjects.
7.9 You shall (at no cost to us) record and refer all requests and communications received from Data Subjects or any supervisory authority to us which relate (or which may relate) to any Protected Data promptly (and in any event within 3 days of receipt) and shall not respond to any without our express written approval and strictly in accordance our instructions unless and to the extent required by law.
7.10 You shall not, in relation to any Protected Data processed in connection with the operation of Your Webstore, transfer Protected Data outside of the EU or to any international organisation (as defined in the GDPR) unless our prior written consent has been obtained and the following conditions are fulfilled:
7.10.1 either party has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by us;
7.10.2 the Data Subject has enforceable rights and effective legal remedies;
7.10.3 you comply with your obligations under the Data Protection Laws by providing an adequate level of protection to any Protected Data that is transferred (or, if you are not so bound, use your best endeavours to assist us in meeting our obligations);
7.10.4 you comply with any reasonable instructions notified to you in advance by us with respect to the processing of the Protected Data; and
7.10.5 where you propose to transfer any Protected Data to the United States, you shall ensure that the recipient is part of the Privacy Shield Framework.
7.11 You hereby acknowledge and accept that:
7.11.1 in providing Tebex, we use a back-up server located in the United States; and
7.11.2 in providing the Tebex platform on partnered games listed below, we provide a limited set of data to the operator (publisher, studio) of that game.
7.12 You shall maintain complete, accurate and up to date written records of all categories of processing activities carried out on our behalf. Such records shall include all information necessary to demonstrate your compliance with this clause 7, the information referred to in Articles 30(1) and 30(2) of the GDPR and such other information as we may reasonably require from time to time. You shall make copies of such records available to us promptly.
7.13 You shall (and shall ensure all Sub-Processors shall) promptly make available to us (at your cost) such information as is reasonably required to demonstrate your compliance with obligations under this clause 7 and the Data Protection Laws, and allow for, permit and contribute to audits, including inspections, by us (or our auditor) for this purpose at our request from time to time. You shall provide (or procure) access to all relevant premises, systems, personnel and records during normal business hours for the purposes of each such audit or inspection upon reasonable prior notice (not being more than 2 Business Days) and provide and procure all further reasonable co-operation, access and assistance in relation to any such audit or inspection.
7.14 You shall promptly (and in any event within 24 hours):
7.14.1 notify us if you (or any of your Sub-Processors or personnel) suspects or becomes aware of any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Protected Data;
7.14.2 provide all information as we require to report the circumstances referred to in clause 7.14.1 to a supervisory authority and to notify affected Data Subjects under Data Protection Laws; and
7.14.3 make every effort to remove any Personal Data available to unauthorised parties, including but not limited to removing data from web pages, serving takedown notices and deleting records as appropriate.
7.15 You shall (and shall ensure that each of your Sub-Processors and personnel shall) without delay (and in any event within 3 days), at our written request, either securely delete or securely return all the Protected Data to us in such form as we reasonably request after the earlier of:
7.15.1 the end of the provision of the relevant Services related to processing of such Protected Data; or
7.15.2 once processing by the Supplier of any Protected Data is no longer required in operating Your Webstore,
and securely delete existing copies (except to the extent that storage of any such data is required by applicable law and, if so, you shall inform us of any such requirement).
7.16 This clause 7 shall survive termination or expiry of the Contract for any reason.
7.17 You shall perform all your obligations under this clause 7 at no cost to us.
7.18 In the event of any failure to meet your obligations under this clause 7, or in the event of any such breach of these Terms, we may take action at our discretion to secure the data for which we as Data Controller are responsible. This may include (but is not limited to) removing your ability to access such data, revoking your processing instructions or terminating your Plan with no notice given.
8.1 To be eligible to purchase a Plan, you must (i) have full legal capacity to enter into a contract in your country of residence; and (ii) if you are an individual, be at least 18 years old; and you further represent and warrant to us that you have authority to bind any business on whose behalf you use our site or purchase a Plan to access the Services.
8.2 Where you do not meet the requirements set out in clause 8.1 above you will need to ask a person who does satisfy those requirements to purchase the Plan on your behalf and enter into a contract with us.
8.3 These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
8.4 You acknowledge that in entering in purchasing a Plan you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and/or the Contract (as defined in clause 9.2), or any document expressly referred to in them.
8.5 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and/or the Contract.
9.1 The instructions on our site will guide you through the process for purchasing a Plan. Please take the time to read and check the details of your Plan at each stage of the registration process.
9.2 After you purchase a Plan, you will receive a confirmation e-mail from us acknowledging that your Plan has been purchased at which point you and we will have entered into a contractual commitment (the “Contract”). Once you have received this e-mail, you will have the option to download an invoice from our site setting out the details of your Plan (“Invoice”).
10.1 We may vary these Terms, and the Services that we offer in connection with any Plan, from time to time by publishing updated Terms and/or updated Plan descriptions on our site and/or by notifying you by e-mail. Please consider the section at the top of this page to see when these Terms were last updated.
10.2 If we revise these Terms as they apply to your Plan, and you do not agree to the changes, you may cancel your Plan in accordance with the clause 5.3 above.
11.1 Tebex enables you to operate a webstore (“Your Webstore”) for the marketing and sale to visitors to your Webstore (“Customers”) of game-related products, items and other content (“Products”).
11.2 The content of Your Webstore (except for any content provided by us) is your sole and entire responsibility and all content you create is at your own risk.
11.3 You shall not upload any content to, sell any products on, or otherwise carry out any activity on, Your Webstore which infringes the intellectual property rights, or any other rights, of any third party.
11.4 You shall not in whole or in part, copy, reproduce, publish, distribute, translate or modify the Webstore without our prior written consent.
11.5 You shall not create any derivative work from, disassemble, decompile, reverse engineer or otherwise attempt to discover the source code contained in or pertaining to the Webstore.
11.6 You shall not remove, obscure, or alter our copyright notices, trademarks or other proprietary rights or notices affixed to, contained within or accessed in conjunction with the Webstore without our prior written consent.
11.7 You shall not violate any policy pertaining to the Webstore that may be made available on our website https://www.tebex.io/ from time to time.
11.8 You shall not reproduce, copy, sell, or resell or exploit for any purposes any aspect of the Webstore (other than your own content).
11.9 At all times when using the Services and operating Your Webstore, you must comply fully with the terms of the Game in question.
11.10 You must treat your account details, including your username and password, as confidential, and not disclose them to any third party other than those approved users who have access to your ‘Team Account’, or those employees or members of your business who have your authority to access your account on our site or Your Webstore.
11.11 If you know or suspect that anyone other than a third party you have specifically authorised knows your user identification code or password, you must promptly notify us at firstname.lastname@example.org.
11.12 You are responsible for any activities that occur under your account and on Your Webstore. We shall not be liable to you or any third party for any loss or damage which may arise as a result of any failure by you to keep your password or account confidential.
11.13 Our site and Tebex may only be used for lawful purposes. You are prohibited from violating or attempting to violate the security of our site or Tebex or using it to obtain products or services not properly ordered and fully paid for.
11.14 You may not interrupt or attempt to interrupt the operation of our site or Tebex in any way or send unsolicited email messages (“Spam”) to, or through, our site or Tebex, or otherwise harass the site owner, provider, or other users.
11.15 You may not use the Webstore as a seller until you have accepted without change these Terms and agreed to comply with the obligations each and every time you sell anything using the Webstore or otherwise use the Webstore, including when you list Products on the Webstore.
11.16 You will not enter into contracts with those who are unable to lawfully enter into contracts under the laws of England and Wales as well as those of their country of residence, including but not limited to age restrictions.
11.17 You will not abuse or make any defamatory remarks about any person (whether a Customer or otherwise).
11.18 You will not enter into contracts which involve the sale of items which are unlawful under the laws of England and Wales, as well as those of their country of residence.
11.19 You will not use the Webstore to send, list, distribute, or otherwise divulge any material that is illegal, objectionable, misleading, false, defamatory, obscene, menacing, otherwise injurious, or in breach of third parties’ privacy or intellectual property rights.
11.20 You will not send, list, distribute or use any material that contains viruses, malicious code, commercial solicitation, adwares, chain letters, mass mailings or any spam.
11.21 You will not transfer your account to another party without our prior written consent.
11.22 You will not create your own database that features substantial parts of the Webstore without our prior written consent.
11.23 You will not rate yourself or any item offered for sale by yourself on the Webstore. It is important to Customer confidence that any rating system can be relied upon and improper use or any attempt to manipulate any Webstore rating system by Customers will be treated seriously.
11.24 You will not use Customer e-mail addresses or any other information collected in the course of a transaction to send marketing e-mails or other similar materials directly to Customers unless this is done in accordance with applicable data protection legislation.
12.1 When you sell Products on your Webstore to a Customer, you will be entering into a separate sale contract with the Customer for the sale of Products to them. No contract is formed between us (Tebex) and the Customer to sell Products or any other goods or services. As your agent (see 12.3.3 below), we will be responsible for handling chargebacks and refunds in accordance with this Clause 12 and reserve the right to accept or reject any offers to purchase made by Customers in our absolute discretion.
12.2 You, as principal and with a direct contractual relationship with Customers in relation to the sale of Products, will be responsible for providing support and assistance to Customers who experience difficulties with Your server or purchases they have made.
12.3 The provisions of this Clause 12.3 shall apply to Your sales of any Products relating to games for which we (Tebex) have an agreement with the relevant game publisher to sell or facilitate the sale of Products and to pay a commission to the publisher (“First Party Games”). The list of First Party Games from time to time can be found below:
12.3.1 Tebex acts as a marketplace service provider for the sale of Products relating to First Party Games. As such, we will provide second-level support to Customers in respect of any queries or concerns that they may have relating to the Products or their contract with You. We will also use reasonable endeavours to resolve any dispute that exists between You and the Customer where you are not able to resolve this yourselves.
12.3.2 This relationship includes Products that Customers can acquire via Your Webstore for free and Products that Customers pay a fee to purchase or access.
12.3.3 We will act as your agent and perform the role of the merchant of record for Your sales of Products relating to First Party Games. In particular, You authorize Tebex to negotiate and conclude the sale of goods on Your behalf. Specifically We have the authority to decline to conclude a sale for any reason We see fit, including but not limited to potential fraudulent activity or the Customer’s previous interactions with Us (whether regarding You or any other merchant we represent).
12.3.4 We will facilitate You, via your Webstore, to be able to provide Customers with a range of payment methods that they may use to purchase Products. At any time you may instruct us not to offer certain methods through your control panel.
12.4 Payouts made to you by Tipalti may occur additional fees including but not limited to withdrawal fees, currency conversion fees and card issuing fees. Any such fees will be detailed to you in your Tipalti account.
12.5 Where the Webstore transacts over $1,000 USD for the sale of Products as determined by us (or where we otherwise deem it appropriate), we reserve the right at any time to require you to undertake additional steps to verify your identity, the identity of anyone exercising significant control over the Webstore, and any additional details about the server from which the Webstore operates that we deem relevant (“Additional Verification Steps”). Such Additional Verification Steps shall be completed through your Webstore’s control panel within 14 days of our initial request. We reserve the right to disable your access to the Webstore if you fail to complete such Additional Verification Steps within this timeframe.
12.5 You will set the price for Products to be paid by the Customer.
12.6 In relation to payments received from Customers relating to Products for First Party Games, we will charge You:
12.6.1 a commission which is due to the publisher of the relevant First Party Game to which the Product relates which shall be a percentage of the payment amount (excluding any VAT on the payment amount, if applicable) (the “Publisher Commission”). The Publisher Commission is variable and will be notified to You when you create a server on the relevant game; and
12.6.2 a transaction fee for processing the payment through a payment gateway (the “Transaction Fee”). The Transaction Fee is variable and will be notified to You against each available payment method in your control panel.
12.7 We will not charge commissions or fees under clause 12.6 for Products that are available through the Webstore for free.
12.8 If VAT (or any similar sales tax) is chargeable on any payments for Products in any territory, we will add such VAT amount to price to be paid by the Customer. Where possible we will procure, by any mechanism we deem appropriate, that such VAT amounts are remitted directly to the appropriate tax authority. However we reserve the right to require You to remit such amounts where we are unable to do so for any reason. In such situations, we will procure that the relevant VAT amounts collected from Customers are paid to You for onward remittance.
12.9 Funds from purchases of Products made on Your Webstore (net of all applicable fees and commissions) will be made available in your Wallet not less than 7 days after the payment has been received from the Customer. For certain payment methods, this period may be extended due to risk or settlement times. In all such situations, the time for funds to be made available will be listed next to the payment method in your control panel.
12.10 Certain deductions may be made from funds received from Customers for a number of reasons, including but not limited to:
12.10.1 Fees and commissions listed in clause 12.4 and 12.6 above;
12.10.2 Currency conversion fees for gateways that settle in a currency other than Your Webstore currency;
12.10.3 Funds reclaimed by Customers as a result of refunds (see further clause 12.11) or chargebacks (see further clause 12.12) related to purchases of Products.
12.11 If you would like to provide a refund to a Customer, you must advise us of this by using the refund option in your control panel. If the funds from the Customer’s purchase have not yet been remitted to you then we (via Tipalti) will use those funds for the Customer refund. If the funds from the Customer’s purchase have already been remitted to you, we may in our discretion either require you to transfer such funds back to us (via Tipalti) before the refund is processed to the Customer on your behalf or we may set-off the amount of the refund against future funds that we receive (via Tipalti) on your behalf.
12.12 Should a customer raise a dispute or chargeback on a payment on your Webstore, we may use collected data (command logs, player access logs, purchase history etc) to challenge the dispute if appropriate and if you instruct us to do so. If the challenge to the Customer’s dispute is unsuccessful before the funds from the Customer’s purchase have been remitted to you then we (via Tipalti) will use such funds to pay the dispute or chargeback. If the funds have already been remitted to you then we may in our discretion either require you to transfer such funds back to us in order to process the payment to the Customer or we may set-off the amount of the payment against future funds that we receive (via Tipalti) on your behalf.
13.1 We will make reasonable efforts to keep the Services operational at all times. Technical difficulties may result in temporary interruptions to the Services.
13.2 No interruptions to the Services shall entitle you to a refund of any payment already made by you or any compensation for revenue lost.
13.3 We are under no obligation to provide any content for the Services and reserve the right to upload, remove, vary or otherwise deal with any content provided on our site from time to time.
14.1 All intellectual property rights, and all other rights including goodwill, whether now known or created in the future, in our site, the Services and the content we provide to you is our property and shall vest in us.
14.2 In consideration for the Plan Fees we grant you a limited, non-exclusive, revocable licence to use, view, access, download, or print content provided through the Services for use by you for the sole purpose of developing and using Your Webstore during the Plan Period (“Licence”). When you use, transmit, download or print any content, you must ensure that all copyright, trade mark and other proprietary notices comprised within that content are retained.
14.3 You shall not assign or sub-licence your rights under the Licence.
14.4 Where we provide you with access to open source software, you shall comply with the applicable terms in relation to such software.
14.5 Your Licence does not permit you to:
14.5.1 copy, adapt, reverse engineer, decompile or disassemble any of our source code;
14.5.2 copy, adapt or modify any of our trade marks;
14.5.3 use any of our trade marks other than as provided to you as part of the Services,
or authorise or assist anyone else to do so without our express prior written consent.
15.1 Nothing in these Terms limits or excludes our liability for:
15.1.1 death or personal injury caused by our negligence; or
15.1.2 fraud or fraudulent misrepresentation; or
15.1.3 any other loss or liability which may not be excluded or limited by law.
15.2 Subject to clause 14.1, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise howsoever arising for:
15.2.1 any loss of profits, sales, business, or revenue;
15.2.2 loss or corruption of data, information or software;
15.2.3 loss of business opportunity;
15.2.4 loss of anticipated savings;
15.2.5 loss of goodwill; or
15.2.6 any indirect or consequential loss.
15.3 Subject to clause 14.1, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise howsoever arising, shall in no circumstances exceed 100% of the total Plan Fees paid by you in the 12-month period prior to the date on which the act or omission giving rise to the liability occurred.
15.4 You shall remain solely responsible for compliance with your own legal duties and obligations, including (but without limitation) in respect of the content of Your Webstore (except to the extent we have provided this content to you) and the provision of your services to your own customers. Subject to clause 14.1, we shall not be liable to you or any of your customers for any loss or liability arising out of any failure by you to comply with the terms of any agreement between you and any of your customers, or for your failure to comply with any other legal duties or obligations relating to your use or operation of Your Webstore.
15.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the content provided through the Services is suitable for your purposes.
16.1 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:
16.1.1 your breach or negligent performance or non-performance of any of these Terms;
16.1.2 any claim made against us for the actual or alleged infringement of any third party intellectual property rights arising out of or in connection with: your use of the Services; any content on Your Webstore (other than content provided by us); or any products sold by you on Your Webstore; and
16.1.3 any claim made against us by any third party arising out of or in connection with the digital content, goods or services supplied by you through Your Webstore.
17.1 When we say "in writing", this includes e-mail.
17.2 Any notice or other communication given by you to us, or by us to you, under or in connection with these Terms needs to be in writing and can be delivered personally, sent by registered post or airmail, or sent by email. We will contact you at the address or e-mail address you provide when registering.
17.3 Where you are sending us a notice or communication, please deliver this to us personally at, or send it by registered post or airmail to:
14 Park Row
or send it by e-mail to email@example.com.
17.4 A notice or other communication will be assumed to be received:
17.4.1 if it was delivered personally, on the date it was left at our address above;
17.4.2 if it was sent by registered post or airmail at 9.00 am on the fifth working day after it was posted; or
17.4.3 if it was sent by e-mail, one working day after it was sent.
17.5 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
17.6 This section will not apply to any documents or proceedings served on us in any legal action.
18.1 Any non-personal information or material, except for financial information, sent to us will be deemed NOT to be confidential. By sending us any non-personal information or material, you give us an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information, and you also agree that we are free to use any ideas, concepts, know-how or techniques that you send us for any purpose. However, we will not release your name or otherwise publicise the fact that you submitted materials or other information to us unless:
18.1.1 you give us permission to do so;
18.1.2 we first notify you that the materials or other information you submit to a particular part of our site will be published or otherwise used with your name on it; or
18.1.3 we are required to do so by law.
20.1 We may transfer our rights and obligations under our Contract with you to another organisation, but this will not affect your rights or our obligations under these Terms.
20.2 You may only transfer your rights or your obligations under our Contract with you if to another person if we agree in writing.
20.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
20.4 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
20.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
20.6 Any Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
20.7 We both agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
Processing of the Protected Data by you under these Terms and/or the Contract shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part A.
The processing of Protected Data through the operation of Your Webstore
The lifetime of the webstore (although we may withdraw access to some data after a reasonable period has passed where it is unlikely to be needed to serve the above purposes)
Manage customer service requests
Provide information required to defend against fraudulent activity
Fulfil purchases where not otherwise automatically fulfilled by the Tebex system
Send marketing information to customers via email only who have explicitly opted in to having such information sent to them
Postal address (either billing address or shipping address)
Customers who have made a purchase through the webstore only
You shall implement and maintain the following technical and organisational security measures to protect the Protected Data:
In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with these Terms and/or the Contract, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, you shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(a) to 32(d) (inclusive) of the GDPR.
This audit should be completed any time there is a change in how You process Protect Data, and at least every 6 months.
Please provide details of everyone who will have access to PII on your webstore. Consider people who are able to login, as well as people whom you may share data with via exports etc, For each person, include the scope of data they can access (full data access, access limited to data within a certain date range etc) .
Please provide details of external systems being used to process PII data from the platform. This may include cloud services (e.g. Google Sheets), external databases, support systems, marketing tools etc. For each system, include what data is entered into that system (all data, names and emails only etc), the purpose of that system (e.g. email marketing, providing customer support, analytics etc) and where in the world that data will be stored (e.g. USA, EU, Australia etc)
If data is to be exported outside of the EEA, confirm under which safeguard the data protection will be afforded:
- The country has been deemed to provide an adequate level of protection for personal data by the European Commission.
- The service provided has signed a specific data protection contract as approved by the European Commission
- For provides based in the US, the provider is part of the Privacy Shield scheme
Please confirm you have read our instructions as the data controller to you as the data processor in terms of acceptable processing of data, instructions on storage of data and further directives, and furthermore have shared these directives with anyone who has access to the data as identified above