Terms and Conditions of Purchase
Version 3, effective as of July 20, 2022.
In these Terms and Conditions of Purchase ("Purchase Terms"):
Customer accepts these Purchase Terms by placing an order for Product with WelSim.
For orders placed online on WelSim Website, the entity with which Customer is contracting is shown on the Order Checkout page above the "Place Order" button. For orders placed by email, the entity with which Customer is contracting is shown on invoice issued to Customer by WelSim.
Orders placed by Customer with a reseller of WelSim are subject to terms and conditions of purchase set forth by that reseller.
Customer may place an order with WelSim:
Order details shall be in English. Customer can modify order details before acceptance of Customer order by WelSim by submitting a written notice to WelSim. English is the preferred language for order-related enquiries.
Any order is not binding upon WelSim until accepted by WelSim. Non-acceptance of an order may be the result of one of the following:
WelSim sets prices and accept payments for Products in one of the following currencies depending on Customer's country: USD. Prices in any currency are subject to change by WelSim.
WelSim accepts major debit and credit cards (collectively, "payment cards") for online orders via third-party payment gateway providers, including, but not limited to, FastSpring, Stripe, and PayPal. WelSim is not responsible for any payment failure resulting from inaccurate payment card details provided by Customer when placing an online order, any restrictions applicable to payment card by Customer's bank, or payment gateway failure.
By purchasing Product requiring regular payments on a monthly, quarterly, or annual basis ("Recurring Payments"), Customer authorizes WelSim 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 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 WelSim.
WelSim only accepts purchase orders from existing corporate Customers that have no outstanding payments past due. Purchase orders can only be paid by wire transfer on net 30 days terms, unless otherwise specified on invoice issued to Customer by WelSim. Purchase orders from newly registered corporate Customers and offline orders from individual Customers are subject to advance payment by wire transfer.
WelSim ships no physical Products. Any details necessary to enable Customer to download and/or use the purchased Product will be delivered by WelSim to Customer via email to an email address provided by Customer. Customer is responsible for providing WelSim with a valid email address for delivery purposes.
WelSim will use its commercially reasonable best efforts to deliver Product purchased by Customer within 2 business days of the order acceptance. WelSim shall not be liable for any failure to deliver Product within this timeframe.
Products shall be deemed delivered to Customer on the date when WelSim sends Product or a email to the email address provided by Customer. WelSim shall not be liable for any failure to deliver Product to Customer due to non-delivery of an email message concerning Product.
Product prices do not include any national, state or local sales tax, use tax, value added tax (VAT), goods and sales tax (GST) or other tax ("Local Tax").
If purchase is subject to any Local Tax, it can be added to the invoice. In such case, WelSim reserves the right to use global service provider as its commissionaire to invoice Customer. Notwithstanding the foregoing, WelSim remains Customer's counterparty and no other provisions of these Purchase Terms shall be affected.
If there is a possibility to issue the invoice without Local Tax, Customer is obliged to provide WelSim 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 WelSim under any invoice.
Any correction to an invoice due to tax reasons (in particular based on the provision of Customer's Local Tax number) shall be requested by Customer by the 7th day of the month following the month when the affected invoice was issued, at the latest. WelSim reserves the right to reject any such request if received after this date.
Any refund request following the Product purchase date will be subject to prior authorization by WelSim, and acceptance of such request shall be at the sole discretion of WelSim, unless otherwise provided by applicable law.
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 WelSim Products, nor any related technical information, are:
In accordance with the EAR, WelSim Products and/or WelSim typically:
Information provided in this section 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.
No terms and conditions other than the terms and conditions contained herein shall be binding upon WelSim, unless accepted by WelSim in writing and signed by the duly authorized representative of WelSim. If Customer's terms and conditions of purchase are different from or in addition to these Purchase Terms, these Purchase Terms shall prevail and Customer's terms are hereby rejected, unless otherwise agreed in writing with WelSim.
These Purchase Terms are subject to change at any time by WelSim by posting the updated Purchase Terms on the WelSim website at https://welsim.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.
If Customer is located outside North America, these Purchase Terms shall be governed by the laws of local government, without reference to conflict of laws principles, and the parties agree that any litigation relating to these Purchase Terms may only be brought in, and shall be subject to the jurisdiction of, any Court of local government.
If Customer is located in North America, then the following applies: these Purchase Terms shall be governed by and construed under the laws of the State of Pennsylvania, without reference to conflict of laws principles of that state or any nation state. The parties agree that any litigation relating to these Purchase Terms shall be settled by the court of competent jurisdiction in the State of Pennsylvania. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Purchase Terms.
In connection with purchase of Products by Customer, WelSim and associated companies of WelSim will process Customer's Personal Data, in particular, Customer's contact and identification details and information about Customer's subscription and payments, for the following purposes:
For the above purposes, WelSim may process information including but not limited to Customer's name, email address, username, physical address, telephone number, payment data, company name, and tax identification number where applicable. To receive the software, support, and services, Customer explicitly fills in their Personal Data, whether Customer purchases a WelSim Downloadable Software Product, or WelSim Software as a Service.
WelSim products and services often give Customer the option to provide feedback, such as suggestions, compliments, or problems encountered. WelSim invites Customer to provide such feedback as well as to post comments on WelSim website, blogs, and discussion forums.
Transfer of Personal Data to third parties. WelSim 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 WelSim, may send them Customer's Personal Data. Personal Data collected from Customer is transferred to:
WelSim may communicate with Customers by sending them emails aiming to help avoid interruption of a service. Such examples include but not limited to:
For any questions regarding these Purchase Terms, please contact us at [email protected].