General Terms and Conditions
WC Auto-Ship by Patterns In the Cloud and WooAutoship.com
1. Definitions
Agreement(s): Every agreement between Patterns In the Cloud and its Customer(s).
Customer: Every person or company who enters into an agreement with Patterns In the Cloud.
General Terms: This document General Terms and Conditions WC Auto-Ship by Patterns In the Cloud and WooAutoship.com
License: The right of the Customer to receive updates and/or support
from Patterns In the Cloud.
Parties: Patterns In the Cloud and the Customer.
Product(s): All products offered and provided by Patterns In the Cloud, including but not limited
to Patterns In the Cloud WordPress plugins, WordPress Themes and eBooks.
Service(s): All services offered and provided by Patterns In the Cloud, including but not limited
to the Patterns In the Cloud SEO-services.
Patterns In the Cloud: The limited liability company Patterns In the Cloud organized and existing under
the laws of the United States of America, having its registered office in P.O. Box 90011 Austin, TX 78749.
2. About Patterns In the Cloud
Patterns In the Cloud owns and operates the website WooAutoship.com, through which website Patterns In the Cloud offers its Products and Services to Customers. Patterns In the Cloud sells Products and provides Services with the aim of developing and improving its Customers’ websites (inter alia in the area of traceability, speed and efficiency).
3. Applicability
3.1 The General Terms apply to all use of the WooAutoship.com website, all offers by Patterns In the Cloud
at WooAutoship.com and all Agreements.
3.2 The applicability of any general conditions from the Customer are expressly
rejected.
3.3 All Services and Products are offered subject to the acceptance by the Customer
of this General Terms without modification of any of the terms and conditions
contained herein and all other operating rules, Privacy Policy and procedures
that may be published from time to time on WooAutoship.com.
3.4 In the event the Customer does not agree to all the General Terms and the Privacy
Policy, the Customer may not access WooAutoship.com nor use any of Patterns In the Cloud’s Services or
Products.
3.5 In the event one of the articles in this document General Terms appears to be
void or declared void, all other terms/articles in these General Terms will remain
valid. Patterns In the Cloud and the Customer will hold consultations in order to replace these
void or voidable provision(s) with new provision(s).
4. Offers
4.1 All offers and other statements issued by Patterns In the Cloud shall be subject to contract,
except where specified otherwise in writing by Patterns In the Cloud.
4.2 The Customer guarantees the accuracy and completeness of the information that
it submits to Patterns In the Cloud and on which Patterns In the Cloud bases its offer.
4.3 The Customer shall at all time exercise the greatest possible care to ensure that the
requirements that Patterns In the Cloud’s services must meet are accurate and comprehensive.
4.4 The Agreement is concluded at the time that Patterns In the Cloud confirms the acceptance by
the Customer of Patterns In the Cloud’s offer.
5. Changes in the General Terms
5.1 Patterns In the Cloud reserves the right, at its sole discretion, to modify, change or replace any
terms in these General Terms. If Patterns In the Cloud decides to modify, change or replace the
General Terms, it will inform its Customer about it by email and will post the
changes on WooAutoship.com.
5.2 If the Customer continues the use of or access to the Products and Services
following an amendment of the General Terms as mentioned in this article, this
will constitute on acceptance of the amended General Terms.
6. Term of the Agreement
6.1 Unless Parties agree otherwise, the Agreement will have a duration of
one (1) year.
6.2 The term of the Agreement shall be extended automatically for the duration of
the originally agreed period unless the Customer or Patterns In the Cloud terminates the
Agreement in writing with due observance of a notice period of three (3) months
before the end of the relevant period.
7 Privacy
7.1 The Customer shall indemnify Patterns In the Cloud against any claims by individuals whose
personal data is recorded or processed within the context of a register of personal
data maintained by the Customer or for which the Customer is responsible
pursuant to the law or otherwise, unless the Customer is able to demonstrate that
the acts that form the basis of the claim are exclusively attributable to Patterns In the Cloud.
7.2 Responsibility for the data processed using the service provided by Patterns In the Cloud shall
rest solely with the Customer. The Customer shall guarantee Patterns In the Cloud that the
content, the use and/or the processing of the data is not unlawful and does not
infringe the rights of third parties. The Customer shall indemnify Patterns In the Cloud against
legal claims by thirds parties, of whatever nature, in relation to this data or the
execution of the Agreement.
7.3 If the Agreement stipulates that Patterns In the Cloud is obliged to provide some form of
information security, this security shall meet the specifications in respect of
security agreed between the Parties in writing. Patterns In the Cloud shall not guarantee that the
information security will be effective under all circumstances. If the Agreement
does not include an explicit description of security measures, the security
measures shall be of such a level that, having regard to the state of the art, the
sensitivity of the data and the costs associated with the implementation of the
security measures are not unreasonable.
7.4 If computer, data or telecommunications facilities are used during the execution
of the Agreement or otherwise, Patterns In the Cloud shall be entitled to assign access or
identification codes to the Customer. Patterns In the Cloud shall be entitled to change the access
or identification codes assigned. The Customer shall treat the access and
identification codes as confidential and with due care and shall only disclose
these codes to authorised members of staff. Patterns In the Cloud shall under no circumstances
be liable for any damage or costs arising from the use or misuse of access or
identification codes, except where misuse was possible as a result of an act or
omission on the part of Patterns In the Cloud.
8. General Representation
8.1 The Customer represents and warrants that its use of Patterns In the Cloud Products and Services
will be in strict accordance with these General Terms, the Patterns In the Cloud Privacy Policy,
the Agreement and all applicable law and regulations.
8.2 The Customer represents and warrants that its use of Patterns In the Cloud Products and Services
will not infringe or misappropriate Patterns In the Cloud’s licenses or intellectual property rights
or third party rights.
8.3 The Customer warrants that no rights of third parties preclude the provision of a
Product or a Service by Patterns In the Cloud.
8.4 The Customer warrants to refrain itself towards Patterns In the Cloud or third parties from any
acts or omissions contrary to generally accepted standards such as:
a. the use or distribution of spam, not machine- or randomly-generated, and
does not contain unethical or unwanted commercial content designed to drive
traffic to third party sites or boost the search engine rankings of third party
sites, or to further unlawful acts (such as phishing) or mislead recipients as to
the source of the material (such as spoofing);
b. the distribution or maintenance of viruses, worms, malware, Trojan horses or
other harmful or destructive content;
c. the distribution or maintenance of pornographic content or content that
contains threats or incite violence towards individuals or entities, or a
violation of the privacy or publicity rights of any third party;
d. the advertisement of content via unwanted electronic messages such as
spam links on newsgroups, email lists, other blogs and web sites, and similar
unsolicited promotional methods;
e. the distribution of maintenance of misleading content.
8.5 The Customer will provide all assistance as reasonably desired by Patterns In the Cloud to the
delivery and commissioning of the Products or Services.
8.6 In order to facilitate the proper execution of the Agreement by Patterns In the Cloud, the Customer
shall at all times provide Patterns In the Cloud with all data or information that Patterns In the Cloud deems to be
useful, necessary and desirable and to give its full cooperation in a timely manner.
If the Customer deploys its own personnel and/or agents within the context of
providing cooperation in the execution of the Agreement, these personnel and
agents shall have the necessary knowledge, expertise and experience.
8.7 The Customer shall bear the risk of the selection, the use, the application and the
management within its organisation of the software, hardware, websites, data
files and other products and materials and of the services to be provided by Patterns In the Cloud.
The Customer itself shall arrange for the correct installation, assembly and
commissioning and for the application of the correct settings to the hardware,
software, websites, data files and other products and materials. The Customer is
also responsible for training and use by employees or other users.
8.8 If the Customer fails to make the data, documents, hardware, software, materials
or employees that Patterns In the Cloud deems useful, necessary or desirable for the purpose of
executing the Agreement available to Patterns In the Cloud, to make these available in good time
or in accordance with the Agreements, or if the Customer fails to meet its
obligations in any other way, Patterns In the Cloud shall be entitled to suspend the execution of
the Agreement in part or in full and shall also be entitled to invoice the resulting
costs in accordance with its standard rates, without prejudice to Patterns In the Cloud’s right to
exercise any other statutory and/or agreed right.
8.9 If Patterns In the Cloud’s employees are carrying out activities on the Customer’s business
premises, the Customer shall ensure that any facilities reasonably requested
by these employees, such as a workspace containing computer, data and
telecommunication facilities, are provided free of charge. The workspace and
facilities shall meet all statutory and other applicable requirements in relation to
working conditions. The Customer shall indemnify Patterns In the Cloud against any claims by
third parties, including Patterns In the Cloud’s employees, who suffer injury in connection with
the execution of the Agreement as a result of an act or omission on the part of the
Customer or of unsafe situations within the Customer’s organisation.
8.10 If use is made of computer, data or telecommunication facilities, including the
internet, during the execution of the Agreement, the Customer shall be
responsible for selecting the correct resources required for this purpose and for
ensuring that these are available in full and in a timely manner, with the
exception of those facilities that fall under the direct use and management of
Patterns In the Cloud. Patterns In the Cloud shall under no circumstances be liable for losses or costs arising as a
result of transmission errors, breakdowns or the non-availability of these
facilities, unless the Customer is able to demonstrate that these losses or costs
are the result of intentional acts or deliberate recklessness on the part of Patterns In the Cloud’s
management.
9. Intellectual Property
9.1 All intellectual property rights to the software, websites, data files, hardware or
other materials such as analyses, designs, documentation, reports, quotations
and related preliminary material developed or made available to the Customer on
the basis of the Agreement shall remain exclusively vested in Patterns In the Cloud, its licensors
or its own suppliers. The Customer shall only acquire those rights of use that are
explicitly granted in these General Terms and by law. Any rights of use granted to
the Customer shall be non-exclusive, non-transferable to third parties and
non-sublicensable.
9.2 The Customer shall not be permitted to remove or amend any details in relation
to the confidential nature or in relation to copyrights, brand names, trade names
or any other intellectual property right from the software, websites, data files,
hardware or materials.
9.3 Even if the Agreement does not explicitly provide for such authority, Patterns In the Cloud shall
be permitted to install technical provisions for the purpose of protecting the
software, hardware, data files, websites and suchlike in relation to an agreed
restriction on the content or the term of the right to use these objects. The
Customer shall under no circumstances be permitted to remove or circumvent
such technical provisions or to arrange for this to be carried out.
9.4 In the case the use of a Product or Service intellectual property rights arise on the
part of the Customer, at Patterns In the Cloud’s discretion, the Customer will give Patterns In the Cloud a
worldwide, royalty free and non-exclusive license to use these intellectual
property and reproduce, modify, adapt and publish the content solely for the
purpose or transfer the intellectual property rights to Patterns In the Cloud. To the extent
necessary the Customer will promptly cooperate and take such actions and
execute such documents as necessary or desirable to effect such transfer of
rights, including but not limited to, executing separate deeds of transfer.
10. Updates & Support/License
10.1 In the event the Agreement refers to the purchase of a Product as well as a
License, the License will have a duration of one year. Unless the Parties agree
otherwise, the License will consist of obtaining updates and support from Patterns In the Cloud.
After one (1) year, the Customer must purchase a new License to retain the right
to updates and support.
10.2 In the event the Agreement refers to the purchase of a Service as well as a
License, the License will have a duration of six (6) weeks and the License will
consist of obtaining support by Patterns In the Cloud for the Product. The six (6) week period
commences on the day the Agreement is concluded (see Article 4.4 of these
General Terms). After the aforementioned period the (rights with regard to the)
License will expire. The Customer will have to purchase a new License to retain
the right to support.
10.3 In the event the Agreement refers to the purchase of a Service that includes a
Product, the Products License will have a duration of one (1) year and the License
will consist of obtaining support by Patterns In the Cloud for the Product. After one (1) year, the
Customer must purchase a new License to retain the right to updates and
support.
10.4 Patterns In the Cloud reserves the right to charge the Customer additional costs for maintenance
fee if the terms as mentioned in 10.1 and 10.2 expire.
10.5 The Customer is not allowed to share or resell the License.
10.6 Without any liability to compensate the Customer Patterns In the Cloud reserves the right to
disable updates and support in case of abuse and / or in the event the Customer is
in violation of the preceding paragraph. This will not grant the Customer the
right to a refund.
11 Prices and Payment
11.1 All prices are exclusive of VAT and other levies and any other additional costs.
Except where agreed otherwise, all prices are in US Dollars and the Customer
must effect all payments in US Dollars.
11.2 Payments will be charged immediately and will only be refundable under the
refund policy in article 12.
11.3 Patterns In the Cloud accepts the following payment methods:
a. PayPal
b. Bank Transfer and
c. (most) Credit Cards.
11.4 Patterns In the Cloud is entitled to adjust the price of a Product or Service, even after conclusion
of the Agreement, if one of the price-determining factors changes without the
liability to compensate the Customer.
11.5 The Customer is, under the provisions of the previous paragraph, not entitled
to terminate the Agreement, unless the first agreed price is increased by more
than 10%.
12 Refund Policy
12.1 For questions, concerns, problems or complains, the Customer can contact
Patterns In the Cloud via WooAutoship.com.
12.2 Products can be returned within thirty (30) days after the Agreement has been
concluded in which case Patterns In the Cloud will refund the full purchase price. The Customer
can contact Patterns In the Cloud by replying to the purchase e- mail or through the contact
form, with a clear explanation of why the Product is not to the satisfaction of
Customer.
12.3 The right to a refund will expire after thirty (30) days after the Agreement has
been concluded.
12.4 Article 12.2 and 12.3 shall not apply to Agreements relating the purchase of a
Service.
12.5 In the event a Service does not meet its standards the Customer must contact
Patterns In the Cloud via WooAutoship.com and explain why the Customer is not satisfied with the
Service. Patterns In the Cloud will consider the complaints of the Customer, while it remains at
Patterns In the Cloud’s sole discretion to grant a refund.
12.6 If Patterns In the Cloud can not provide the Customer with the Service within two (2) months
after the Agreement has been concluded, Patterns In the Cloud may cancel the Contract without
any notification of default and without any liability to compensate the Customer.
In the event of such a cancellation Patterns In the Cloud will provide the Customer with a refund.
13. Delivery dates
13.1 All (delivery) periods and (delivery) dates agreed or specified by Patterns In the Cloud shall be
established to the best of Patterns In the Cloud’s knowledge on the basis of the information
available to it at the time of entering into the Agreement. Interim (delivery)
dates agreed between the parties or specified by Patterns In the Cloud shall in all cases be target
dates, shall not have a binding effect on Patterns In the Cloud and shall in all cases be merely
indicative.
13.2 Patterns In the Cloud shall make every reasonable effort to observe final (delivery) periods and
final (delivery) dates wherever possible. Patterns In the Cloud shall not be bound by a (delivery)
period or (delivery) date, final or otherwise, that can no longer be achieved as a
result of circumstances outside of Patterns In the Cloud’s control that occurred after the date on
which the Agreement was concluded. Patterns In the Cloud shall also not be bound by a (delivery)
date or (delivery) period, final or otherwise, if the parties have agreed on a
change to the content or scope of the Agreement (additional work, change in
specifications etc.) or a change in the approach to the execution of the
Agreement. If there is a risk that a time period will be exceeded, Patterns In the Cloud shall
consult with the Customer in order to discuss the implications of the overrun
for the rest of the schedule.
13.3 The mere fact that a (delivery) period or (delivery) date, final or otherwise,
specified by Patterns In the Cloud or agreed between the parties has been exceeded, shall
not mean that Patterns In the Cloud is in default. In all cases – therefore also in the event that
the parties have agreed a final (delivery) period or (delivery) date explicitly in
writing – Patterns In the Cloud shall not be in default as a result of the fact that a delivery period
or date has been exceeded until such time as the Customer has given written
notice of default. The notice of default must contain as comprehensive and
detailed a description of the breach as possible, in order to ensure that Patterns In the Cloud has
the opportunity to respond adequately.
13.4 If it is agreed that the fulfillment of the agreed work in stages, Patterns In the Cloud is entitled to
postpone the commencement of the work to a further stage until the Customer
has approved the results of the previous stage.
14 Disclaimer
14.1 The Customer agrees to indemnify and hold harmless Patterns In the Cloud, its contractors, and
its licensors (i.e. WordPress and GPL), from and against any and all claims and
expenses, including attorneys’ fees, arising out of its use of Patterns In the Cloud Products and
Services, including but not limited to a violation of the Agreement or these
General Terms.
14.2 The Products and Services are provided “as is”. Customer understands and
agrees that its usage of the Products and Services are at its sole risk.
14.3 Patterns In the Cloud, its suppliers and licensors hereby disclaim all warranties of any kind,
express or implied, including, without limitation, the warranties of
merchantability, fitness for a particular purpose and non-infringement.
14.4 Neither Patterns In the Cloud nor its suppliers and licensors, make any warranties that the
Products and Services will:
a. meet the Customer requirements;
b. be error free; or
c. that access thereto will be continuous.
14.5 None of these General Terms or any of Patterns In the Cloud’s expressions can be understood or
construed as a guarantee for any specific result on any Product or Service.
15. Liability
15.1 Patterns In the Cloud is not liable for damage or loss caused as a result of any default in the
fulfillment of its obligations towards the Customer or on any other ground.
15.2 If Patterns In the Cloud were to be held liable towards the Customer, Patterns In the Cloud would only be liable for
direct damages or loss caused by acts on the part of Patterns In the Cloud. Patterns In the Cloud will never be
liable for any indirect damages or loss such as resulting loss, loss due to delay, loss
of profit, loss of savings, reduced goodwill, loss due to business interruption, loss
as a result of claims from the Customer’s clients, loss in connection with the use
of items, materials or software provided by third parties and loss in connection
with the engagement of secondary suppliers by Patterns In the Cloud on the Customer’s
instructions. The liability of Patterns In the Cloud due to the scrambling, destruction or loss
of data or documents is also excluded.
15.3 Patterns In the Cloud’s total liability for direct as damages is limited to the value of the
Agreement which the liability follows from, with a maximum amount of
$ 50,000.00 (fifty thousand Dollars). If the Agreement is essentially a continuing
performance contract with a term of more than one year, the sum stipulated for
the Agreement shall be set at the total fees (excl. VAT) stipulated for one year.
15.4 The exclusions and restrictions to Patterns In the Cloud’s liability, as described in the preceding
paragraphs, shall not affect the remaining exclusions and restrictions to Patterns In the Cloud’s
liability set out in this General Terms in any way.
15.5 The exclusions and restrictions referred to in in this article shall no longer apply
if and in so far as the loss is the result of intentional acts or deliberate
recklessness on the part of Patterns In the Cloud’s management.
15.6 Except where performance by Patterns In the Cloud is permanently impossible, Patterns In the Cloud shall only
be liable as a result of an attributable failure to perform an agreement if the
Customer gives Patterns In the Cloud immediate notice of default in writing, setting a reasonable
term in which the breach can be remedied, and Patterns In the Cloud still attributably fails to
meet its obligations after this period. The notice of default must contain as
comprehensive and detailed a description of the breach as possible, in order to
ensure that Patterns In the Cloud has the opportunity to respond adequately.
15.7 A condition for the existence of any right to compensation shall in all cases be
that the Customer notifies Patterns In the Cloud in writing of the loss or damage as soon as
possible after it occurs. Any claims for damages against Patterns In the Cloud shall expire by the
mere passage of thirty (30) days from the date on which the claim arose.
15.8 The Customer shall indemnify Patterns In the Cloud against all claims by third parties due to
(product) liability as a result of a fault in a product or system delivered by the
Customer to a third party and that partly consisted of hardware, software or other
materials provided by Patterns In the Cloud, unless and in so far as the Customer is able to
demonstrate that the damage or loss was caused by this hardware, software or
other materials.
15.9 The provisions of this article and all other restrictions and exclusions of liability
referred to in these General Terms shall also apply in favour of all (legal) persons
that Patterns In the Cloud engages to execute the Agreement.
16 Force Majeure
In the event of force majeure, Patterns In the Cloud is entitled to terminate the agreement wholly or partially,
or postpone the execution thereof without any liability to compensate the Customer.
Amongst other situations, force majeure shall include: (i) a situation of force majeure
encountered by Patterns In the Cloud’s own suppliers, (ii) failure by secondary suppliers engaged
by Patterns In the Cloud on the Customer’s instructions to duly meet their obligations, (iii) the
defectiveness of items, hardware, software or materials provided by third parties
that Patterns In the Cloud has been instructed to use by the Customer, (iv) government measures,
(v) electricity failure, (vi) faults affecting the internet, computer network or
telecommunication facilities, (vii) war, (viii) workload, (ix) strike action, (x) general
transport problems, (xi) the unavailability of one or more members of staff and/or
unforeseen consequences for putting into use an update or support action of (a Product
or Service from) Patterns In the Cloud.
17. Termination
17.1 If the Customer fails to meet any obligation arising from the agreement(s)
concluded with Patterns In the Cloud the General Terms or the Privacy Policy properly or in due
time, if the Customer is bankrupt or bankruptcy has been filed for the Customer,
if the Customer has been granted or applied for a suspension of payment, Patterns In the Cloud
is, without any notification of default being required for this, entitled to suspend
the execution of the agreement or to terminate the agreement without any
liability to compensate the Customer and notwithstanding the rights accruing to
Patterns In the Cloud, including the right to claim compensation from the Customer.
17.2 If the Customer has made a (down) payment and Patterns In the Cloud subsequently terminates
the agreement, the Customer owes Patterns In the Cloud this down payment as a penalty,
notwithstanding Patterns In the Cloud’s entitlement to compensation.
17.3 The Customer is not entitled to terminate any Agreement with Patterns In the Cloud with the
exception of the provisions in article 11.5.
17.4 In the event of a situation as mentioned in article 12.6 Patterns In the Cloud is entitled to
terminate the Agreement without any notification of default and without any
liability to compensate the Customer.
18. Applicable law
18.1 All Agreements, offers, or use of the Products and Services or the General Terms
are governed by United States law.
18.2 Any disputes that may arise between Patterns In the Cloud and the Customer on the basis of an
agreement concluded between Patterns In the Cloud and the Customer or as a result of further
agreements that arise from such an agreement, shall be brought before the
District Court of Texas location Travis County, unless a different court is
prescribed by law, in which case Patterns In the Cloud is authorized to bring the proceeding
before the prescribed court.