Online Purchase Terms
Your online purchase transaction (Transaction) is subject to the terms and conditions set out below which create a contract (Agreement) between you and by ČELI AUTOMATIZUOTO PROJEKTAVIMO SISTEMOS, UAB (legal entity reg. No. 124717641), a company having its principal place of business at Senasis Ukmergės kel., Užubalių k., LT-14302, Vilniaus raj. Lietuva (Čeli APS) governing that Transaction. Read these terms and conditions carefully.
By clicking the button or mechanism designed to acknowledge agreement to these terms and conditions in the Online JoinerCAD basket (controlled by Čeli APS) through which you place your Transaction order you are indicating that you have read these terms and conditions, understand them, and agree to be legally bound to them, on behalf of the company or other legal entity for which you are acting as a company (as an employee) or on behalf of yourself as an individual; and you represent and warrant that you have the right, power and authority to act on behalf of and bind your Company or yourself.
Whenever you place a Transaction order through the JoinerCAD Online basket the version of these terms and conditions in effect on the date you place that order shall govern that Transaction. These terms and conditions may change from time to time, so review them upon submission of each order, even if you have reviewed them before. We recommend that you print and keep a copy of these terms and conditions (and any other documents referred to in these terms and conditions) for your reference.
1. Order
By clicking on the “Subscribe” or “Buy” or similarly termed button you are placing a Transaction order online to purchase products, services and/or subscriptions from Čeli APS subject to these terms and conditions. By clicking on the “Subscribe” or “Buy” button you are warranting and representing that you are at least of the age of majority in your jurisdiction of residence.
By submitting your information to Čeli APS in relation to your Transaction order, you consent to such information being processed to fulfill your Transaction order and in accordance with Čeli APS’s Privacy Statement. The Čeli APS Privacy Statement is incorporated by reference into and is made a part of these terms and conditions, and can be viewed here Privacy Statement.
A Transaction order submitted by you constitutes an irrevocable offer by you to Čeli APS to purchase the products and/or services and/or subscriptions named in the Transaction order subject to these terms and conditions at the price quoted in the Online basket for those products and/or services and/or subscriptions, and is subject to subsequent acceptance and fulfillment by Čeli APS, irrespective of whether the button or link you press or activate to submit your Transaction order to Čeli APS includes words such as “Subscribe” or “Buy” or otherwise indicates that it is the final step in completion of your Transaction order.
You will receive an order confirmation/receipt from Čeli APS once your Transaction order has been accepted and sent to be processed for fulfillment. Note that any such automatic acknowledgement does not constitute a formal acceptance of your Transaction order. Čeli APS may cancel your Transaction order or any renewal (as applicable) at any time and for any reason prior to fulfilling your Transaction order or your renewal (as applicable); if this is the case, we will refund any prior payment that you have made for that/those products, services and/or subscriptions.
If Čeli APS is unable to process payment using the payment method you provided with your Transaction order, you otherwise fail to make a payment when due, or if we have reason to believe that you are ineligible to purchase products or services or subscriptions from Čeli APS via the Online JoinerCAD Basket either as a result of breach of these terms and conditions, any other agreement you may have with us, failure to make payment, or by virtue of applicable law or otherwise, are otherwise in breach of these terms and conditions, and/or any other agreement you may have with us, or have engaged in fraud or criminal activity in connection with your use of any products or services or subscriptions, then, without prejudice to any of our other rights, we may do any or all of the following: stop any products or services or subscriptions being fulfilled to you; stop or suspend ongoing access to products or services or subscriptions; or cancel any automatic renewal plan in which you have elected to participate.
Without limiting the generality of any other section of this Agreement, Čeli APS reserves the right to limit or refuse any Transaction order you place with us. Further, we reserve the right to verify the validity of all Transaction orders and/or cancel any Transaction orders if we find evidence of fraud, tampering and/or any other violation of the terms and conditions of this Agreement. We may, in our sole and absolute discretion, limit or cancel quantities purchased per person or per order. These restrictions may include Transaction orders placed by or under the same account, the same credit card, and/or Transaction orders that use the same billing and/or shipping address.
2. Price
The price for the products, services and/or subscriptions you order, and any additional charges applicable to your Transaction order, will be quoted to you in the Online JoinerCAD Basket applicable to those products, services and/or subscriptions and will also be indicated on your order confirmation/receipt. These are the prices and charges that will be charged to your credit card or other accepted payment method.
3. Taxes
All prices quoted and amounts payable by you are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, including, without limitation, any federal, state, provincial/territorial or local sales, excise, use or goods and services taxes, or the equivalent, whether based on the delivery, possession or use of the products, services or subscriptions, or otherwise (Taxes) except for net income, net worth or franchise taxes assessed on Čeli APS. Any such Taxes to be collected by Čeli APS shall be your responsibility and shall appear as a separate item on your order confirmation/receipt (unless Čeli APS receives a valid tax exemption certificate from you prior to processing your Transaction order).
4. Payment methods
The Payment methods recognized by Čeli APS are listed in the Online JoinerCAD Basket. Only payment methods recognized by Čeli APS will be accepted by Čeli APS. Čeli APS does not offer any credit terms. If you elect to use the services of a third-party payment or billing provider in connection with your purchase from us and provided Čeli APS accepts payments from such third-party provider on your behalf, your use of such services will be subject to the third-party provider’s own terms and conditions. You may be required to create an account with such third-party provider and/or provide that third party provider with your bank account or credit/debit card details. Čeli APS is not responsible for, and you agree to hold us harmless from and against, any liability resulting from the acts or omissions of any third-party payment or billing provider. Čeli APS reserves the right, in its sole and absolute discretion, to change the permitted methods of payment, including without limitation, the credit cards and/or other types of payment options we are able to accept, at any time.
Payment shall be made by the payment method selected in your Transaction order. Čeli APS will charge credit, debit cards, or other permitted payment method on fulfilling your products and/or services and/or subscriptions to you. Čeli APS reserves the right to verify and/or authorize credit or debit card payments prior to acceptance of your Transaction order. Once your Transaction order has been accepted Čeli APS will send you an order confirmation/receipt confirming your purchase and the amount that has been charged to you.
Čeli APS does not have own Payment system. Instead, Čeli APS is using third-party payment/billing provider – STRIPE ( https://stripe.com/en-lt ). Therefore, Čeli APS neither collects nor stores any bank account or credit/debit card details of person/legal entity, that already have bought or willing to buy JoinerCAD Pro subscription.
5. General Terms of Use
All references in these terms and conditions to the sale, selling, quote or purchase of products which are software programs shall mean the sale of the applicable end user license to use with respect to software programs. Products, services and subscriptions purchased are subject to General Terms of Use.
6. Delivery
Digital or software products, services and/or subscriptions purchased by you will be made available to you for electronic download and/or access via the JoinerCAD Account associated with your Transaction order or via another website or link designated by Čeli APS, and (where applicable) a valid corresponding serial number for those products, services and/or subscriptions may be sent to the email address provided by you with your Transaction order or associated with your JoinerCAD Account. Applicable General Terms of Use may contain restrictions on where the products, services and/or subscriptions may be accessed and used.
7. Auto-renewal of Subscription or Services (Automated Billing)
If you purchase a service or subscription, then by clicking on the “Subscribe” or “Buy”, or similar termed button and completing your purchase, you expressly request and authorize Čeli APS to automatically renew your service or subscription for successive renewal terms each equal in length to the initial term purchased by you, at the purchase price for your initial term (plus any/all applicable taxes and other fees and charges), unless Čeli APS notifies you of a price change, using the payment information you provided for your initial purchase, until you cancel it.
For services or subscriptions of particular length initial terms (e.g., annual length terms), Čeli APS will send you at least one email to remind you of each upcoming renewal of that service or subscription. Further, in the case of all/any services or subscriptions Čeli APS will post a confirmation to your JoinerCAD Account each time your service or subscription is automatically renewed.
Čeli APS may change the renewal price of your service or subscription as of the next renewal date and we will provide you with prior notice if we do so. Prior to the effective date of your renewal (which will be indicated in the notice provided to you), you can elect to cancel an automatic renewal for a particular service or subscription at any time and for any reason (including if you do not agree to a price change) by logging on to your JoinerCAD Account.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF ČELI APS AND ITS AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, AND THEIR EMPLOYEES, OFFICERS, AND DIRECTORS, FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO (1) YOUR TRANSACTION VIA THE JOINECAD ONLINE BASKET AND/OR ANY RELATED BREACH OR NON-PERFORMANCE OF THIS AGREEMENT NO MATTER HOW FUNDAMENTAL, IS LIMITED TO YOUR DIRECT DAMAGES ONLY AND SHALL NOT EXCEED THE TOTAL VALUE OF THAT TRANSACTION; AND (2) ANY SUBSEQUENT RENEWAL TRANSACTION AND/OR ANY RELATED BREACH OR NON-PERFORMANCE OF THIS AGREEMENT NO MATTER HOW FUNDAMENTAL, IS LIMITED TO YOUR DIRECT DAMAGES ONLY AND SHALL NOT EXCEED THE TOTAL VALUE OF THAT RENEWAL TRANSACTION. FURTHER, IN NO EVENT SHALL EITHER YOU OR ČELI APS BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR FOR LOSS OF PROFITS, REVENUES, CONTRACTS, CUSTOMERS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF REPLACEMENT GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED COST SAVINGS EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME OR THE SAME WERE REASONABLY FORESEEABLE. YOU ACKNOWLEDGE THAT THE AMOUNTS CHARGED FOR YOUR TRANSACTION VIA THE ONLINE CART OR FOR ANY RENEWAL TRANSACTION FAIRLY REFLECT THIS ALLOCATION OF RISK. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
9. Entire Agreement
These terms and conditions constitute the entire agreement between you and Čeli APS relating to the purchase of the products, services and/or subscriptions via the Online JoinerCAD Basket related to this Transaction, and supersede and render of no legal effect all prior agreements, understandings, negotiations and discussions, whether oral or written, regarding such products, services and/or subscriptions. There are no warranties, representations or other agreements between you and Čeli APS in connection with the products, services and/or subscriptions purchased via the Online JoinerCAD Basket related to this transaction except as specifically set forth in these terms and conditions. Except as expressly set out in this Agreement (or any of the documents incorporated herein by reference), all warranties, terms, conditions and undertakings, express or implied are excluded to the fullest extent permitted by applicable law. You further acknowledge that no additional or different terms or conditions submitted on any purchase order issued by you or otherwise referred to by you, including any preprinted terms, shall be applicable to this transaction or binding on Čeli APS unless specifically agreed to in writing by an authorized representative of Čeli APS. You acknowledge and agree that Čeli APS is under no obligation to proceed with or implement any Čeli APS business or product plans, product roadmaps and proposed products specifications that Čeli APS may have discussed with you, including those discussed pursuant to confidentiality agreements; any statements by Čeli APS, including in connection with such plans, are not intended to be a promise or guarantee of future delivery of products, services or features; and you do not rely on, and shall have no remedy in respect of, any promise, assurance, undertaking, representation or statement made (whether innocently or negligently) by any other party or any other person except as expressly set out in this Agreement, in respect of which your sole remedy shall be for breach of contract.
10. General
Čeli APS may engage the services of subcontractors or agents to assist Čeli APS in the performance of its obligations under these terms and conditions. You may not assign or transfer your rights under these terms and conditions, and any purported assignment or transfer shall be void. No relaxation, forbearance, delay or indulgence by either you or Čeli APS in enforcing any of these terms and conditions or the granting of time by either party to the other shall prejudice or restrict such rights and powers. No waiver of any term or condition of these terms and conditions shall be effective unless made in writing by the party making such waiver. If for any reason a court of competent jurisdiction finds any provision or portion of these terms and conditions to be illegal, unenforceable, or invalid under applicable law in a particular jurisdiction in relation to the transaction to which these terms and conditions relate, the remainder of these terms and conditions (to the fullest extent permitted by law) will continue in full force and effect in relation to that transaction. Čeli APS shall not be in breach of these terms and conditions in the event that it is unable to perform its obligations as a result of any reason or condition beyond its reasonable control.
11. Relationship to applicable Law
This Agreement also related other documents and any disputes arising out of it will be governed by the law of the Republic of Lithuania.