IceWarp Software Subscription Payment Terms
Addendum to EULA
Last Updated: 15th May 2018
These Payment Terms (“Terms”) become effective and complement the EULA for IceWarp Server when you sign up for the IceWarp software subscription payment method. If you do not agree to be bound by these terms you may not use the subscription payment method.
What is IceWarp Software Subscription
IceWarp Software Subscription (“Subscription”) is a method of payment for the IceWarp software license on-demand, with no upfront payment obligation to Us (IceWarp Limited) which allows You (our customer) to enter into the End User License Agreement in the extent and for the license period determined by your recurring payment of the Subscription fees, specified in the currently valid price list (“Subscription Price List”) and according to these Terms.
The following documents are incorporated by reference with these Terms in this order of priority:
Purchase Order, the terms specifying configuration of the software, fees and other rights and duties, set out in writing;
EULA, the Software Licence Agreement for the On-Premise Version of IceWarp Server, available from https://www.icewarp.com/others/license-agreement/ as amended by IceWarp from time to time;
If any provision contained in any of the documents above conflicts with any provision in any of the other documents, the provision contained in a document higher in the list shall have priority over one contained in a document lower in the list.
By using the IceWarp software, you are bound to the terms of the EULA presented to you upon the installation or at the time of purchase. When you choose the Subscription payment method, the license and usage rights are granted for a term limited to the duration of this Subscription and are immediately revoked when either:
Subscription period (as defined below) ends, or;
You cancel the Subscription, or;
Non-payment of the agreed Subscription fees according to these Terms occurs;
Maintenance and support period contemplated in EULA is accordingly decreased to the duration of the Subscription period and allows you to access all of the modules and features of the software and combine users with basic and advanced features according to the Subscription plans you assign to them.
Subscription fees are charged monthly for the completed calendar month (post-paid), or annually for 12 calendar months (pre-paid), as you choose. Fees are due for each commenced billing period and payable in full, even if the software was not used for the whole period.
You will receive a license key to activate your installation of the IceWarp software. The key is unique to you and needs to be kept safe and confidential. Each installation requires a separate key and a separate Subscription, but you are allowed to use the same key to activate a high-availability setup with two server installations, where the same set of users exists on both servers. The license key for Subscriptions with monthly billing period is unlimited and allows you to add users on-demand. The license key for Subscriptions with annual billing period is limited to the amount of users you have prepaid but will be automatically upgraded against payment of a Subscription upgrade fee.
Subscription Period and the Auto-Renewal
The period of Subscription (“Subscription period”) is agreed for a fixed term of 12 month regardless of the billing period selected, commencing at the time of payment of the first subscription fee. The Subscription period will be subsequently prolonged for the duration of the selected billing period perpetually, until you cancel this auto-renewal no later than 15 days before the end of respective Subscription period. Unless you cancel the auto-renewal, you authorize IceWarp to charge the minimum fee (as defined below), or the Subscription fee, whichever is higher, in each subsequent billing period.
Subscription plans differ by features available to users and by the Subscription fee per user. The plan and fee applicable to each user is determined by your selection in the administration interface when creating or editing a user account. If the plan is changed during the billing period, it will be charged according to the plan with the highest Subscription fee per user.
If you select a monthly billing period, you will be charged a fee for a minimum number of users monthly (depending on the selected plan) unless you exceed the required minimum number of users. In case you exceed the required minimum number of users in the relevant month, you will be charged a fee based on actual number of users.
Subscription Fee Calculation
Subscription fees are calculated based on actual usage in the completed billing period; this does not affect your duty to pay the Minimum fee. If you pay on demand with a monthly billing period, your invoice will be issued for the peak number of users in the relevant month, multiplied by the per user fee, for each type of plans. If you have prepaid a certain amount of users for each type of plan with an annual billing period and exceed that number of users in any plan in any given month, you will be charged a Subscription upgrade fee for all users in excess of the prepaid amount, for each type of plans, multiplied by the number of months remaining until end of your billing period.
Invoices and Payments
The payments of Subscription fees are made by automatic recurring billing to your credit card, or in case of amounts exceeding $5,000 USD (or equivalent in other currencies) by different payments method subject to availability by country. IceWarp doesn’t charge you directly, neither do we store your credit card information, instead all invoicing and payments are processed by third party reseller authorized by IceWarp to handle payments for this Subscription:
De Cuserstraat 93, 2nd floor, 207-208 office
1081 CN, Amsterdam
Your transactions and credit card data are safe and protected by Avangate, who complies with the latest online security standards. You are responsible for keeping the recurring payment active for the duration of the Subscription and communicate any changes to credit card details to Avangate. Additional obligations may apply based on selected payment method. Any issues related to invoices, taxes and payments need to be raised with Avangate.
We will provide an additional grace period and send you a notice in case your payment is overdue, upon expiry of which the Subscription will be terminated at the end of respective Subscription period and operation of the IceWarp software will be suspended. Failure to pay the Subscription fee, delays on your part or suspension of functionality due to non-payment, do not cancel your obligations to pay for the respective Subscription period. Suspension of functionality due to non-payment or non-compliance with the Terms does not limit your obligation to pay the Subscription fee in full and you will not be entitled to receive any compensation for any loss or damage caused thereby.
You have the right to cancel the auto-renewal at any time without cause. The Subscription will be ceased at the end of the respective Subscription period when all outstanding Subscription fees will be charged to the credit card.
Only in the event if IceWarp breaches its obligations under these Terms or the EULA, you will be entitled to prorated refund of any prepaid or future Subscription fees..
We reserve the right to cancel your Subscription at the end of respective Subscription period upon reasonable belief that you have violated these Terms or the EULA. In such case, operation of the IceWarp software may be suspended.
If your Subscription ends, your license to the IceWarp software terminates, the functionality of the software is ceased and you are responsible to uninstall all copies of the software within 30 days.
We reserve the right to change the price of the Service or charge for user accounts or features that are currently available free of charge. Any increase in fees will not take effect before the end of your billing period (one month or one year) and not before the first 12 months of Subscription. We will communicate any price changes at least 30 days in advance, to provide you with enough time for cancelling the auto-renewal.
This Subscription payment mode relies on reporting features built into the software, which require an unrestricted access to IceWarp’s license server located at the address https://licenseprocessor.icewarp.com. You are solely responsible for maintaining this connection open for the entire duration of the Subscription. If you fail to remedy any reporting failures, your Subscription may be cancelled at the end of respective Subscription period and you will not be entitled to receive any compensation for any loss or damage caused thereby. In such case, operation of the IceWarp software may be suspended.
We reserve the right to cancel any Subscription and terminate your license prematurely and without compensation for any loss or damage if there are reasonable grounds to believe that you have used the software for any illegal or unauthorized activity. We reserve the right to cancel the Subscription and terminate your license prematurely and without compensation for any loss or damage if the Subscription price, amounts, plans, taxes, charges, amount formats or currency is incorrect in our sole discretion, such as due to various errors within the billing system or in case the billing system has been circumvented by any person to provide a benefit of lower than intended and lawful prices.
This Subscription provides only a different way of payment for the software license, there is no product to return to us and all Subscription fees are therefore non-refundable. During the sign up we use all efforts to verify that the account owner paying for the Subscription and the subscriber are the same identity and we will not accept requests to refund for an unauthorized purchase.
If the fees that have been charged to you do not adhere to the rules and calculations set out in these Terms and in the Price List, you may object within 14 days of the invoice date along with any supporting evidence and we will investigate the cause. If in our sole discretion we find the discrepancy is caused on our side, as your exclusive remedy, you will be issued a credit note for an amount paid in excess of the correct Subscription fee.
Our notices regarding payments, invoices and changes of these Terms will be sent to your account’s primary email address you have established during the sign-up. Notices are deemed to be delivered the next day.
If you will have any questions regarding your legal agreements and its provisions, please don’t hesitate to contact us at firstname.lastname@example.org.