- By ordering any of the Upchannel ecommerce websites or any of the services of Upchannel ApS, you are deemed to have accepted these terms and conditions, hereafter referred to as the/this “Agreement”.
2. In these Terms and Conditions, unless the context requires otherwise:
i) “The Company” means Upchannel ApS which is a company registered in Denmark with Company Number DK-38605178, whose registered office is at Lysholt Allé 3, DK-7100 Vejle.
ii) “The Service” means the service provided by Upchannel as defined below.
iii) “The Customer” means the individual or corporate entity that orders the service from the Company.
Where the Service is ordered by a customer that is a corporate entity (defined as either a limited company, public limited company, limited liability partnership, company limited by guarantee or registered charity), the individual that places the order (defined as the living person that physically places the order) hereby agrees to be jointly and severally liable for all the payments required to be made for the Service for the minimum period.
- Where the Customer is an individual, it is not available to those under the age of 18 years.
- The Service must not be used for any illegal purpose by the Customer. Should the Company discover that the Service is being used for illegal purposes, they will be entitled to immediately terminate this Agreement.
- Any breach of these terms and conditions by the Customer may result in immediate termination of this Agreement by the Company. Such termination will be at the entire discretion of the Company.
- The Company reserves the right to refuse the Service to anyone for any reason at any time.
- The Company provides no warranty or guarantee that the Service will be uninterrupted, timely, secure or error-free at any time.
- The Customer uses the Service at their own risk. The Service is provided on an “as-is” basis. This means that it is provided without any warranty or condition whether written, oral, implied or statutory.
- The Company shall not be liable to the Customer for any loss incurred by the Customer as a result of the Customer’s use of the Service. Whether the loss be direct, indirect, consequential or any other type of loss, the Company shall not be held liable by the Customer for such loss in any way whatsoever.
- Should the Service become unavailable (in any way whatsoever) for any point of time, the Company shall not be liable to the Customer for any loss incurred by the Customer as a result of the Service becoming unavailable. Whether the loss incurred by the Customer as a result of the Service being unavailable be direct, indirect, consequential or any other type of loss, the Company shall not be held liable by the Customer for such loss in any way whatsoever.
- Such losses referred to in terms 10 and 11 above include, but are not limited to, loss of sales, loss of profits, loss of customer goodwill, loss of search engine rankings, loss of advertising costs, loss of use, loss of data, or any other intangible losses whether or not explicitly referred to in this agreement.
- The failure of the Company to exercise or enforce any of the terms and conditions of this Agreement shall not constitute any type of waiver of such right or provision.
Payment For The Service
- The Customer is obliged to pay for the Service in monthly payments. From time-to-time the Company may make available the ability to pay for either one or two years service upfront in order to obtain a discount on the usual monthly fee. Whether such a discount is available is at the entire discretion of the company and can be withdrawn at any time.
- The Customer must make the monthly payment for the service on the Payment Date. The Payment Date is defined as the day of the month that the Customer ordered the Service.
- The Company accepts payment for the Service by Credit or Debit Card or Bank Transfer. Where the Customer wishes to pay by Credit or Debit Card, the Company shall be entitled, at its sole discretion, to charge a 2.5% administration charge to cover the cost of processing fees.
- Where the Customer does not make the monthly payment on the Payment Date, the Company shall be entitled, at its sole discretion, to suspend the Service provided and charge 8% interest on any amount owing (the daily rate that will apply will be 0.0219%).
- Should the Customer not make the monthly payment within 14 days of the Payment Date, the Company shall be entitled to terminate this Agreement and the provision of the service without notice.
- On the exercise of term 18 of this Agreement, and the suspension of the service under term 17 of this Agreement, the Company shall not be obliged to reactivate the Service under any circumstances.
- Should suspension of the Service occur, under term 17 of this Agreement, the Customer may be required, at the sole discretion of the Company, to pay to the Company a reactivation fee to have the Service reactivated. The reactivation fee is in place solely to cover the costs of the Company in first suspending the service and in reactivating the service. The reactivation fee shall be no greater than €25.00 + VAT.
- The price for the Service may, from time to time, be varied by the company. If the price of the service is to change the Company undertakes to provide no less than two months written notice to the Customer.
- Such written notice, as described in term 21, may be provided by email and sent to the Upchannel registered account email address.
Cancellation Of The Service
- The Customer can cancel the Service at any time, subject to all the relevant provisions of this Agreement. Cancellation must be made in writing by emailing firstname.lastname@example.org
- Where the Customer wishes to cancel the Service, no refunds for any prepayments made will be provided under any circumstances.
- Once the Service has been cancelled, the Company shall be entitled, without any notice to the Customer, to immediately and irrecoverably remove all data held by the Company in relation to the Customer’s Service. Such data includes, but is not limited to, images, text, product data, customer data, email addresses, and any and all data in relation to the Customer’s online store.
- Should the Customer’s registered payment method be unable to be charged successfully by the Company, and should the Customer not submit a new, valid, payment method within 28 days of the payment date, the Company shall be entitled to cancel the service and act in accordance with the provisions of term 25 above.
Restricted Content / Acceptable Use Policy
- Use of the Service is prohibited where the content of the website or products or services for sale fall within those defined at term (28) below. The examples described are not exhaustive and we may modify this policy at any time by posting a revised version on the Upchannel website.
- You may not use, promote, facilitate, or instruct any third party to use, the Service for any illegal, harmful, offensive, fraudulent or infringing purposes or activities.Offensive content is defined as any content, which is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful and fraudulent activities include, but are not limited to, offering fraudulent goods or services, schemes or promotions (e.g. make-money-fast or Ponzi or pyramid schemes).
Infringing content is content that infringes the copyright, intellectual property rights or proprietary rights of others.
Harmful content is content or other technology that may damage or interfere with any system, program or data.
- We reserve the right to monitor the content uploaded by you to ensure your compliance with our Acceptable Use Policy and, where we deem appropriate, investigate violations of this policy. We will immediately remove, disable or modify any content we find that violates this policy without notice to you and agree to contact you within 24 hours of same being completed. We may report any content or activity we suspect violates any law or regulation to the appropriate law enforcement officials.At the sole discretion of the Company we may, on finding restricted content on your account, terminate this agreement without notice.
- The Service is the provision of the online capability of the Customer to manage an online store. This means that the Company provides to the Customer the ability for the Customer to operate a website that allows the Customer’s customers to purchase goods, services or digital products with a credit/debit card, or to order such goods, services or digital products for payment offline.
- The Service comprises of a number of “tools”, provided through the website at upchannel.eu, resources.upchannel.eu, our administration system at upchannel.eu and our API services. The “tools” provided by the Company shall vary from time to time, with the addition of new “tools” and the removal of others. The Service does not comprise, nor is it reliant, on one particular “tool”, but rather the collection of a number of “tools”.
- The “tools” provided by the Company are comprised at its sole discretion.
- The Company respects the rights of Copyright holders to protect their intellectual property and enforce the removal of intellectual property where consent for its use or display has not been obtained.
- Upon receiving notification from a Copyright holder that Copyright has been infringed on a store operated by the Customer, the Company shall contact the Customer immediately.
- The Customer will then be entitled to respond to this notification directly to the Company (who shall then forward the response to the Copyright holder).
- The Copyright holder shall then be entitled to respond to the Customer’s response.
- In these cases, the Company shall be entitled to decide, as its sole discretion, whether the intellectual property is removed or not. If the Company deems that the property shall not be removed, the Copyright holder should then apply to the appropriate court for a court order seeking the immediate removal of the intellectual property.
- Where the Customer has been notified by the Company under term 34 of this Agreement, and the Customer has not removed such material or the Company has decided not to remove the material under term 37 of this Agreement, should the Company incur a loss as a result of the continued (or first instance) use of such material, the Customer hereby agrees to indemnify the Company for any and all such losses in relation to the Customer’s infringing material, howsoever incurred by the Company.
- The Customer hereby agrees to indemnify the Company against any losses incurred by the Company as a result of the Customer’s use of the website where such use is contrary to these terms and conditions, is malicious, contrary to the laws of Denmark or the country in which the Company resides, is present or operates, or where the Customer has deliberately or accidentally caused damage or changes to the Upchannel.eu website or online platforms described at term 31.
No Assignment By The Customer
- The Customer may not assign this Agreement without the prior written consent of the Company. Such permission may be refused by the Company at its sole discretion.
Rights Of Third Parties
- Nothing in this agreement shall provide or be constructed to provide any third party with any right of remedy, claim, cause of action or privilege.
Entire Agreement & Jurisdiction
- This Agreement constitutes the entire agreement between the parties. It supersedes and excludes all prior written or oral representations or warranties made by the Company to the Customer.
- This Agreement is written in accordance with the laws of Denmark. All parties hereby submit to the exclusive jurisdiction of the courts of Denmark should any dispute arise.
- Should any term, warranty or condition, or any part of any term, part of any warranty, or part of any condition, be found to be unenforceable or contrary to the law of Denmark, the Customer hereby agrees that it shall not affect the validity or enforceability of the rest of this Agreement or the rest of the term, warranty or condition.
- The Company reserves the right to place a text hyperlink from the Customer’s website (as provided by the Service) back to the Company’s website, (www.upchannel.eu). Such right can be waived by the Company at the Customer’s written request.
- The Customer hereby agrees to let the Company place this hyperlink at the very bottom of the Customer’s website.
- The hyperlink shall be limited to a maximum of 7 words (including the name Upchannel.eu or Upchannel). The colour, font and font-size of the hyperlink included on the Customer’s website shall fit in with the rest of the website’s design and theme.