1. Application of the Conditions
1.1. Scope. These general terms and conditions (the “Conditions”) apply to all purchases of products or services (the “Products”) sold through this web site (the “Site”), by us, or through our sister companies and subsidiaries of Claranova SE, as the case may be, 6785719 Canada Inc. (d.b.a. “Upclick “) a corporation incorporated under the Canada Business Corporations Act having its registered office at 142-7075 Place Robert-Joncas, Montréal, Québec H4M 2Z2, UC Distribution LLC, a limited liability company incorporated in the United States of America and having its registered address at 2915 Ogletown Rd. #3783, Newark, DE 19713 and Upclick Malta Limited, a Limited Company incorporated in Malta, registered at Company House under company number 470, VAT number MT19614836, with registered office at 48/4 Amery Street, Sliema, SLM – 1701, Malta.
1.2. ACCEPTANCE. BY PLACING AN ORDER ON THE SITE YOU AGREE TO ABIDE TO THESE CONDITIONS.
1.3. Legal Capacity. You represent that you have legal capacity to enter into a contract.
1.4. Change in Conditions. We may revise and modify the Conditions from time to time without prior notice. The Conditions that apply to your purchase are the one we publish on the Site at the time of your order and which at that time you can print or save on your computer.
2. Products, Offer, Acknowledgment and Acceptance
2.1. Product Descriptions. Product descriptions are presented on the Site and can be consulted before your order. Photographs and pictures have no contractual value.
2.2. No Offer. Any prices, quotations and descriptions made or referred to on the Site do not constitute an offer by us but an invitation for you to offer. We may withdraw or revised them at any time prior to our express acceptance of your order.
2.3. Choice of Products. The choice of Products, after having studied their features, is made under your sole responsibility and liability according to your needs such as you previously determined them before any order. You are the only person having complete knowledge of equipment, software and configurations that you use and are thus sole judge of the compatibility of the Products ordered with those you use. When you place your order, you are deemed to have accepted the prices, volumes, quantities and features of the Products ordered.
2.4. Acceptance. An order submitted by you constitutes an offer by you to us to purchase Products under these Conditions. Your order is subject to our subsequent acceptance; therefore, the contract is formed at our acceptance of your order. Our acceptance takes effects when we dispatch your order after its checking: availability and payment of the Products ordered.
2.5. Previous Dispute. We reserve the right to decline any order from a customer with whom there would be a dispute with respect to the payment of a previous order.
2.6. Errors. While we make every effort to ensure that the prices and Product descriptions indicated on our Site are accurate, we cannot guarantee the correctness of all information. We reserve the right to notify you of any error relating to a Product prior to dispatch of your order. In such event, we convey to you the correct information so you can either (a) confirm your order under the corrected terms or (b) cancel it. If you confirm your order, you acknowledge that the Product is provided in accordance with such corrected terms.
2.7. Availability. We make every effort to ensure that the Products appearing on our Site are available. However, we cannot guarantee that all Products are in inventory or in our providers’ inventories. If we are unable to process or fulfil your order, we may either (a) reject it (without liability), in this case we send you a rejection email and we refund any prior payment that you have made; (b) propose alternative Products; or (c) continue to try to source the Products from our suppliers for thirty (30) days after your order. If we cannot source the Products within this time, we cancel (without liability) your order and send you a cancellation email.
2.8. Pre-orders. You may pre-order new Products. Release dates are given subject to the information received from our suppliers and licensors. We are not responsible if the release is delayed, cancelled or the content or cover art of the pre-ordered Product changed. Where a new release is cancelled, we cancel your order (without liability) your order, send you a cancellation email and immediately refund any prior payment that you have made.
2.9. Archives – Access. After validation of your order, we may keep, during a fair period, records of orders received, acknowledgements, acceptances and other contracts records. We may potentially be able to provide you with copies on written request. However, you shall print or save a copy of all such documents and these Conditions for your own records.
3. Price and Payment Terms
3.1. Prices. Prices of Products are exclusive shipping and carriage charges. Promotional prices are only available individually and can’t be used in conjunction with another offer.
3.2. Prices modification. We may modify the prices at any time and without notice. The prices payable for Products are those in effect at the time of our acceptance of your order.
3.3. Taxes. Prices include appropriate taxes, including VAT for all orders shipped to or downloaded from the UK and the European Union. For all products downloaded from a country located outside the European Union or dispatched outside the European Union, the tax will be calculated as required. In the event any other taxes or duties are liable to be due, such duties and sums would not come under our authority and will be taxable to you and under your full responsibility as regards both the statements and payments to the competent authorities and organisations.
3.4. Shipping and Carriage. If you elect to receive a tangible copy of your Product, we charge you additional cost for handling; shipping and carriage. You agree to pay for the shipping and carriage of Products as such costs are specified by us on the Site. Note that free delivery may not apply for certain promotional and marketing activities.
3.5. Payment. You shall pay your order prior to delivery and by such methods as are indicated on the Site (and not by any other methods, unless we agree otherwise).
3.6. Security. On the Site, credit card transactions are secured and your credit card number is encrypted. We use the 128 bytes SSL encryption standard (Secure Socket Layer), currently the most reliable standard on the Internet.
3.7. Retention of Title. Title to Products shall not pass from us to you until payment has been made in full.
4. Delivery – Risk
4.1. Address of Delivery. We deliver Products only to an existing street address (excluding PO Boxes). You must check the delivery address on any acknowledgment or acceptance we provide and notify us without delay of any error or omission. If you submit us an invalid delivery address, we reserve the right to charge you extra costs arising out from or in connection with any change you may make to the delivery address after submission of your order.
4.2. Timescales of Delivery. Delivery timescales or delivery dates we specify on the Site, in any order acknowledgment, acceptance or elsewhere are estimates only. Whilst we make every effort to meet such timescales or dates, we cannot be liable to you in respect of delay. Timescales we specify on the Site corresponds to the current average timescales. If we are not able to deliver the Products, we will refund your payments on request.
4.3. Risk of Loss. Risk of loss or damage to the Products pass to you on their delivery. If you refuse or fail to take delivery of Products provided in accordance with the Conditions, you are liable for any risk of loss or damage to the Products and without prejudice to any other rights or remedies, we are entitled to: (a) demand the immediate payment in full for the Products delivered and either (i) to effect delivery by whatever means we consider appropriate, or (ii) to store Products at Your risk; (b) demand all costs of Products storage and any additional costs we incur as a result of your refusal or failure to take delivery; or (c) thirty (30) days after the agreed date for delivery, we may dispose of the Products in such manner as we determine and may set off any proceeds of sale against any sums due from you.
5. Download and Back-Up
5.1. Download Procedure. As soon as your payment is processed, you receive an e-mail providing a link that gives you the access to the product download.
6.1. Availability. The technical support for the Products varies according to the Products and the countries, as detailed in Product Description pages on the Sites. We may modify these conditions at any time and without notice. The applicable conditions are those in effect at the time of sale. Technical support may be provided by either our services or our associated companies.
7. Statutory Cancellation Right
7.1. Consumer Cancellation Right. As a consumer, you have the right, pursuant to the Distant Selling Regulations 2000, to cancel your order for any reason without statement of reasons during the period of seven (7) days after the day on which the Products are delivered or the services being provided commence (“Cancellation Period”). Such right does not apply (a) to Products downloads which by reason of their nature cannot be returned and (b) to software that you have unsealed from the packaging.
7.2. Exercise of Cancellation Right. To exercise your right of cancellation, you must contact us during the Cancellation Period a written notice of cancellation to our Customer Service (https://support.pchelpsoft.com/hc/en-us/requests/new). You should keep sufficient evidence of having given us the cancellation notice. Your notice must state the following information: customer information (first name, last name, address, email address, phone number) and order reference.
7.3. Refunds. If you exercise your statutory right of cancellation, we refund you any sum paid in connection with your cancelled order as soon as possible and in any case within a period of thirty (30) days beginning with the day on which the notice of cancellation was given.
8. Satisfaction Guarantee
8.1. Scope. Under our Satisfaction Guarantee policy, you may cancel your order for any reason during a period of thirty (30) days after the day on which the Products are delivered (“Contractual Period”). In order to benefit from this additional guarantee, please follow the procedure described below.
8.2. Exercise of Satisfaction Guarantee. To exercise your right of cancellation under the satisfaction guarantee, you must contact us during the Contractual Period a written notice of cancellation with confirmation of receipt to our Customer Service (https://support.pchelpsoft.com/hc/en-us/requests/new). Your notice must state the following information: customer information (first name, last name, address, email address, phone number) and order reference. For Products downloads, you must accompany your notification by a written statement whereby you represent that: (a) the Product is uninstalled from all your computers; and (b) You will never install or use it anymore; tangible Products physically delivered to you must be returned to us under the conditions stated in section 10.
8.3. Refunds. If you exercise your right of cancellation under the “satisfied or reimbursed” guarantee, we refund you any sum paid in connection with your cancelled order as soon as possible and in any case within a period of forty (40) days beginning with the day on which the notice of cancellation was given.
9. Limited Guarantee
9.1. Scope of Guarantee. We guarantee the software mediums (CD-ROMs…) for a fair period that cannot exceed thirty (30) days from receipt of the Products. Replacement of a medium does not extend the thirty-day limited guarantee period. We give you the warranty that all the Products, in all material respects, comply with the description given of them on the Site and that they are of satisfactory quality and fit for the purpose for which they are indicated on the site.
9.2. Limitations of Guarantee. You lose the benefit of the contractual guarantee where: (a) the defect results from repair or alteration by any persons other than the manufacturer or us; (b) Products have not been returned with a detailed description of the defects observed; or (c) defects are due (wholly or partially) to mistreatment, improper use or storage or maintenance or installation, or failure to observe any manufacturers’ instructions or other instructions issued or made available by us in connection with the delivered Products.
9.3. Exclusions of Guarantees. We do not offer any other guarantees, whether express or implied, particularly and unreservedly as regard the guarantees relating to the quality and the compatibility of the products and their documentation for a specific use. You expressly acknowledge that it is not possible to guarantee that software products meet performance requirements or that they work without discontinuity or bug. Consequently, we do not bear the risks relating to the software quality and performance. To the extent permitted by the applicable law, the warranties stated herein are expressly in lieu of all other warranties, and unless otherwise expressly stated herein, we make no other warranty, expressed or implied, whether in law or in fact, oral or in writing, including, but not limited to, any express or implied warranty of merchantability or fitness for a particular purpose with respect to the Products or otherwise in connection with these Conditions or non-infringement or the like.
10. Returns of Products
10.1. Procedure. If you cancel an order by exercise of your statutory right of cancellation under section 7, or by exercise of the contractual “satisfaction guarantee” under section 8, you are contacted by our Customer Service how to return the Products subject to the cancelled order. If you want to return faulty Products under the Limited Guarantee of section 9, please contact our Customer Service (https://support.pchelpsoft.com/hc/en-us/requests/new) for full guidance. For any Products which are defective, damaged or sent in error by us, we refund the cost of the Products plus any postage charges paid by you as part of your initial order. If you require a replacement, we send this to you free of charge. Please note that Products must be returned within 30 days of receipt for them to quality for refund.
10.2. Duty of Care. In case of cancellation, you must not use the Products and you must take a reasonable care of them.
10.3. Costs of Returning Products. Costs of returning Products are paid by you in case of cancellation of orders in exercise of our statutory right of cancellation under section 7, or by exercise of the contractual “satisfaction guarantee” under section 8. Costs of returning defective Products under section 9 are paid by us.
10.4. Risk. The risk of loss or risk of damage to the returned Products passes to us only upon their receipt.
11. Data Protection
12. Liability Limitation
12.1. Death, Personal Injury, Negligence. We do not exclude or restrict our liability for death or personal injury resulting from our negligence.
12.2. Foreseeable Losses. We are only liable for losses which are foreseeable to both you and us as a consequence of us breaching these Conditions and caused by our negligence. We are note responsible for any commercial or business losses (including without limit, loss of goodwill, profits, contracts, anticipated savings, data or waste expenditures) or any other indirect or consequential loss that was not reasonably foreseeable to both you and us at the time our contract was formed, or at the time you began using the Site (whichever is the later). Nothing in these Conditions shall affect statutory rights.
13. Software Programs
13.1. Licensing Terms. When we supply Products which are or include software programs (the “Software“), the Software is licensed by the relevant licensor. Its use is subject to the end-user license agreement or other licensing terms included with the Software. Under no circumstances, delivery or download of Software, means transfer of any ownership interest in the Software.
13.2. Copyright. Such Software may not be copied, adapted, translated, made available, distributed, varied, modified, disassembled, decompiled, reverse engineered or combined with any other software, save to the extent that this is permitted in the licensing terms or applicable law expressly mandates such a right.
14.1. Consumer Law. The Conditions cannot restrict or exclude of our liability or of a manufacturer’s towards you, when an applicable law in your country forbids such contractual restriction or exclusion. The Conditions does not affect the rights you have under an imperative legislation concerning the protection of consumers.
14.2. Assignment. You are not entitled to assign or delegate your rights under these Conditions to third parties.
14.3. Severability. If a competent Court determines any provision of these Conditions to be invalid, unlawful or unenforceable, it will be declared void or invalid but such decision will not affect the validity or unenforceability of the remaining provisions.
14.4. Entire Agreement. These Conditions constitutes the entire agreement between you and us with respect to their subject matter and supersede all prior communications or agreements, both oral and written, between us and you.
14.5. Waiver. No term or provision of these Conditions will be considered waived by us and no breach excused by us, unless such waiver or consent is in writing signed. The waiver by us of, or consent by us to, a breach of any provision of this Agreement by you, does not operate or cannot be construed as a waiver of, consent to, or excuse of any other or subsequent breach by you.
14.6. Headings. The section headings are for convenience of reference only and in no way affect the interpretation of these Conditions.
14.7. Rights of Third Parties. Save as expressly provided, these Conditions are not intended to confer any benefit on a third party under the provision of the Contracts Act 1999 (Right of Third Parties). Any rights not expressly granted herein are expressly reserved to us.
14.8. Export Control Laws. Product, including software and documentation, available on the PC HelpSoft website is subject to export controls administered by the United States and other countries. Diversion contrary to U.S. law is prohibited. Export, re-export or import of certain product may require action on your behalf prior to purchase and it is your responsibility to comply with all applicable international, national, state, regional and local laws, and regulations, including any applicable import and use restrictions.
14.9. Jurisdiction. The Conditions are construed and governed by French law without reference to its conflict of laws principles. The courts of France have exclusive jurisdiction in relation to any claim, dispute or other matters arising from these Conditions or the supply of Products by us.
For customers of UC Distribution LLC who reside in the United States of America, the jurisdiction for disputes will be the State of Delaware.