Legal

Terms and Conditions

Terms and Conditions for the Sale of Software (Luxembourg)

Important notice: This template is a non-binding sample and does not constitute legal advice. Please adapt to your company, products, and marketplace requirements and have it legally reviewed.

Structure of these Terms (for better readability):

  • Part A (Full products / general rules): Applies to all software products and licenses.
  • Part B (Early Bird / Early Access): Applies additionally if a product is labeled as “Early Bird” or “Early Access”.

Part A – General Provisions (Full products & all licenses)

  1. Scope and Contracting Parties 1.1 These Terms apply to all contracts between Nejat Philip Eryigit – Ready-4-IT, sole proprietorship, 21, rue Basse, 3813 Schifflange, Luxembourg (no walk-in customers), email: info [at] ready-4-it [dot] com , (the “Provider”) and customers for the purchase and use of software products (the “Software”). 1.2 Conflicting terms of the customer do not apply unless the Provider expressly agrees in writing. 1.3 These Terms and the consumer-protection rights referenced herein (in particular withdrawal for digital content) are intended exclusively for consumers with habitual residence in the EU/EEA. Outside the EU/EEA and in B2B transactions, no additional contractual withdrawal or rescission rights are granted; mandatory protective provisions of other jurisdictions remain unaffected.

  2. Subject Matter of the Contract 2.1 The Provider supplies digital content/software (download/key) and, where applicable, license keys and updates according to the product description and the selected variant (e.g., single license, team, agency, term/subscription). 2.2 Important Notice – Usage Rights, No Transfer of Ownership: The software products offered are license agreements granting the customer a time-limited and/or scope-limited right to use the Software. No transfer of ownership of the Software, source code, or intellectual property takes place. All copyrights and ownership rights remain with the Provider or its licensors. 2.3 Source code is only provided if expressly stated in the product description.

3. Sales and Distribution Channels (Marketplaces)

3.1 The Software may be purchased via various marketplaces/platforms. Ordering, payment, invoicing, and withdrawal are additionally subject to the respective marketplace terms where applicable. In case of conflicts, mandatory marketplace rules prevail. 3.2 Channels (non-exhaustive): a) PrestaShop Addons Marketplace – the PrestaShop Addons policies/terms apply in addition. b) Shopware Store – the Shopware Store policies/terms apply in addition. c) Visual Studio Code Marketplace – the Microsoft commerce policies for extensions apply in addition, including potentially differing payment/refund processes. d) Payhip (hosted/embed) – Important: Payhip acts as Merchant of Record (reseller). Payment processing and invoicing are handled via Payhip under their terms; the purchase contract in the checkout is concluded between you and Payhip. The license and usage terms for the software (EULA/Terms content) apply—where legally relevant—in addition in the relationship between you and the Provider. Payhip’s terms: https://payhip.com/terms. 3.3 For direct purchases outside marketplaces, only these Terms and the conditions stated on the product page apply.

  1. Prices and Invoices 4.1 Prices are final unless stated otherwise. 4.2 When using a Merchant-of-Record (e.g., Payhip), invoicing is processed by that entity in its own name/on its own account. 4.3 Price/service changes affect ongoing contracts only from the next billing period where contractually permitted.

  2. Payment, Delivery, Activation 5.1 Accepted payment methods depend on the chosen marketplace or direct-checkout. 5.2 Delivery is digital via download link and/or by email/account delivery of a license key. Provision occurs after receipt of payment. 5.3 The customer must keep license keys confidential and protect them against unauthorized access.

  3. License Rights (EULA excerpt) 6.1 Upon full payment, the Provider grants the customer a simple, non-exclusive, non-transferable right to use the Software to the contractual extent (e.g., users/instances, term). No transfer of ownership takes place (see Section 2.2). 6.2 Unless permitted by law, resale, sublicensing, public provision, circumvention of technical protection measures, and reverse engineering are prohibited; mandatory statutory rights remain unaffected. 6.3 Updates/Upgrades: During the active term or within the versioning rules stated in the product description, the customer receives updates. Major upgrades may be charged separately. 6.4 Specific license models, usage scope, and any restrictions follow from the respective product page and the license matrix at License comparison.

    6.5 Ongoing development, changes, roadmap, feedback (applies to all products) 6.5.1 Changes/updates: Software is continuously developed. Updates may change functions, content and user interfaces. The owed performance is determined by the product description at the time of purchase and any expressly warranted characteristics. 6.5.2 Roadmap/timelines: Roadmaps, schedules and announcements are non-binding unless expressly agreed as a binding performance promise. 6.5.3 Feedback/bug reports: Customers may report defects and improvement suggestions. The Provider may use feedback and suggestions free of charge, without time or territorial restriction, for further development. A claim to fix a specific defect within a certain time exists only if expressly agreed as a service level. 6.5.4 Community/trial versions (if offered): If a free community version or trial version (e.g., 14 days) is provided, the customer is expressly invited to test it in their own system environment before purchase. Properties, limitations or defects that were already present in the test version, recognizable with reasonable testing, or transparently documented in the product description are taken into account at contract conclusion; mandatory statutory rights (in particular in cases of fraud/hidden defects) remain unaffected.

6a. Special Provisions for Individual Development Contracts (Freelance)

6a.1 By way of derogation from Section 6, the following applies to separate development contracts where the Provider creates individual software or customizations as a freelancer for the client:

  • The software created under the contract remains the full property of the Provider until the agreed total price has been paid in full (retention of title pursuant to Art. 2076 et seq. Code civil).
  • Only upon full payment do the contractually agreed usage or ownership rights transfer to the client – depending on the individual agreement.
  • In case of payment default, the Provider is entitled to prohibit use of the software and demand return of any copies already provided.

6a.2 This provision does not apply to:

  • Pure services (e.g., consulting, support, installation) where no transferable software is created.
  • Contracts where a different written agreement (e.g., work-for-hire, full transfer of rights) has been made.

6a.3 In case of doubt: Unless an express written agreement on the transfer of rights exists, all rights remain with the Provider.

Part B – Special Provisions (Early Bird / Early Access)

6b. Early Access / Early Bird (Pre-release Access & Launch Offers)

6b.1 Definitions: “Early Access” means access to pre-release versions/features that are not yet final. “Early Bird” means a time-limited and/or quantity-limited launch offer (e.g., discounted pricing for the first buyers).

6b.2 Additional notes on changes/updates: In addition to Section 6.5, changes may occur more frequently during Early Access/Early Bird; a specific design of UI/workflows is not owed unless expressly warranted. Only the core functionality described as essential in the product description at the time of purchase is guaranteed.

6b.3 Beta nature (especially Early Access): Early Access versions may contain more defects than usual; stability, performance and complete freedom from defects are not warranted to the extent legally permissible and transparently communicated.

6b.3a Limited functionality (Early Access): The customer acknowledges that in Early Access, individual features—especially convenience/non-core features—may be limited, temporarily disabled, or only partially available. The decisive reference is the core functionality described as essential in the product description at the time of purchase.

6b.3b Testing before purchase decision: The customer is expressly encouraged to test an Early‑Access product before purchase (where a demo/trial/test version is offered) or, at the latest, immediately after provisioning and before productive use, to determine whether the software is suitable for the intended purpose.

6b.4 Limitations: Early Bird offers may be limited (quota/time window). The display at the time of purchase is decisive. If a quota is exhausted, the regular price/offer applies.

6b.5 Minimum goals/thresholds (if stated): If a minimum goal (e.g., minimum number of sales) is stated on the product page, continuation/extension of development may depend on achieving it. If the goal is not met, the Provider may postpone or discontinue further development; any consequences (e.g., refund, store credit, or reduced scope) follow from the product description and/or marketplace rules.

6b.6 Product status “Early Bird” as agreed quality (if labeled as such): If software is expressly offered as “Early Bird”, it is a functional solution with tested core functionality, but may still be in an optimization phase. The customer acknowledges that in this status more bugs, UI inconsistencies or performance fluctuations may occur. Where these do not permanently render core functionality unusable and were transparently communicated at contract conclusion, they may constitute an agreed quality of the Early Bird version.

6b.7 Feedback/bug reports: Section 6.5.3 applies additionally; feedback is expressly welcomed in early phases.

6b.8 License term for Early Bird (if stated): If the product description states a term such as “beta access + 1 year from release (v1.0)”, the paid term begins with the officially announced release of version 1.0. Access to the beta phase is included until then within the Early Bird product.

6b.9 Community/trial: Section 6.5.4 applies additionally; for Early Bird purchases, using a trial version beforehand is particularly recommended.

Part A – General Provisions (continuation)

  1. Subscriptions, Renewal, Termination 7.1 Subscriptions renew automatically for the respective period unless terminated in time (see product/marketplace details). 7.2 In case of payment default, chargeback, or dispute, the Provider may suspend the license/access until clarified. 7.3 Terminations can be made via the respective marketplace account or— for direct purchases—via the self-service/support specified at purchase.

  2. Customer Responsibilities 8.1 System environment/compatibility: The customer acknowledges that software is operated in complex IT environments. As the Provider does not know or control the customer’s specific hardware, operating system and third‑party configuration, verifying system requirements and compatibility is the customer’s responsibility. 8.2 Testing duty (each version): The customer must test each version of the software (including updates, patches and any beta versions) in a suitable test environment for compatibility and functionality before productive use. 8.3 Backups: The customer must perform appropriate data backups before installation/updates and regularly during use. The Provider is liable for data loss only in accordance with Section 10.3. 8.4 Misuse: Misuse, sharing of keys or exceeding licensed usage is prohibited and may lead to suspension. 8.5 Where a community/trial version is provided, the notes in Section 6b.9 apply additionally.

  3. Warranty and Support 9.1 Statutory warranty rights apply. The Software is provided in its current version; known limitations/system requirements are shown in the product description. 9.2 Support—where included— is provided in the indicated times/channels. Response times are service targets (SLAs), not guarantees, unless expressly warranted. 9.3 The specific support scope (channels, target response times) follows from the product description and License comparison.

  4. Liability 10.1 The Provider is fully liable for intent and gross negligence and for injury to life, body, or health. 10.2 For simple negligence, the Provider is liable only for breach of essential contractual obligations (cardinal duties) up to the typical, foreseeable damage. Any further liability is excluded where legally permitted. 10.3 For data loss, the Provider is liable only where the customer fulfilled backup duties.

  5. Right of Withdrawal for Digital Content (EU Consumers) 11.1 For digital content not supplied on a tangible medium, the right of withdrawal may lapse if the Provider has begun performance after the consumer expressly consented and acknowledged the loss of the right of withdrawal. 11.2 Marketplace-specific withdrawal and refund rules may differ and prevail over these Terms.

  6. Privacy, Cookies, Third-Country Transfers 12.1 The Provider’s Privacy Policy applies (Privacy Policy). When using marketplaces, their privacy policies also apply (e.g., Payhip/Microsoft/PrestaShop/Shopware). 12.2 Depending on the marketplace/checkout, transfers of personal data to third countries (including the USA) may occur. Suitable safeguards (e.g., EU SCCs) and technical/organizational measures are used where available. Details: see provider/marketplace privacy and DPA/subprocessor lists. 12.3 For embedded checkouts/third-party scripts: non-necessary cookies/trackers load only after consent (consent tool). Necessary cookies are described in the cookie policy.

  7. Intellectual Property 13.1 All rights in the Software – including copyrights, source code, and know-how – remain with the Provider or its licensors. The customer acquires only a right to use in accordance with Section 6; no transfer of ownership takes place (see Section 2.2). 13.2 Copyright and trademark notices may not be removed.

  8. Governing Law and Venue (Luxembourg) 14.1 The substantive law of the Grand Duchy of Luxembourg applies, excluding conflict-of-law rules and the CISG. 14.2 Venue—where permitted— is Luxembourg City. Mandatory consumer venues and protections of the residence state prevail for consumers.

  9. Contract Language, Storage of Contract Text 15.1 Contract languages are DE/EN/FR/LB. 15.2 The contract text is stored by the marketplace or the Provider and can be made available to the customer by email/account after purchase.

  10. Amendments 16.1 The Provider may amend these Terms prospectively for valid reasons (e.g., legal changes, product adjustments). Existing subscriptions will be informed in time. If the customer does not object within the communicated period, the changes are deemed accepted. Statutory information duties remain unaffected.

  11. Alternative Dispute Resolution / ODR 17.1 The EU Commission provides an online dispute resolution platform (ODR): https://ec.europa.eu/consumers/odr/ 17.2 The Provider is not obliged and generally not willing to participate in dispute resolution before a consumer arbitration board unless legally required.

  12. Contact Nejat Philip Eryigit – Ready-4-IT, sole proprietorship 21, rue Basse, 3813 Schifflange, Luxembourg (no walk-in customers) Email: info [at] ready-4-it [dot] com Web: https://www.ready-4-it.com

Annex/Links to marketplace policies Linking to official pages is sufficient; their conditions apply in addition:

Marketplace Policies