Terms of use and licence for codesaur plugins and apps

DRAFT v1, not yet reviewed by a lawyer. Not in force until a lawyer has approved it.

Last updated: [date]

These terms exist in Dutch and English. If the two differ, the Dutch text prevails.

Summary

This summary is not part of the terms; if it differs, the articles apply.

• Our plugins and apps are for businesses only.
• If you buy through a store (Shopware Store, PrestaShop Addons, Shopify, Lightspeed, Adobe Commerce Marketplace) or through Freemius, that store’s rules apply to the purchase, payment and refunds.
• The free WooCommerce plugin is GPL. Our other software is not free software: you get a right to use it.
• Data from VIES, KvK, PDOK and BeST comes from third parties. We do not guarantee that it is correct or available.
• You decide on the VAT treatment of an order and remain responsible for your own GDPR duties.
• Support: an answer within 5 business days. We support the software, not your hosting or server.
• Our liability is limited, except for intent or deliberate recklessness.

Article 1. Definitions

1. codesaur: the sole proprietorship (eenmanszaak) codesaur of Hans de Jong, registered with the Dutch Chamber of Commerce (KvK) under number 42167270, established at De Dintel 19, 5463 NR Veghel, the Netherlands.
2. Software: every plugin, module, extension, add-on or app that codesaur releases, with its updates and documentation. One example is “VAT & Company Autofill”.
3. Plugin: Software that the Customer installs on the server of its own online shop, such as the versions for Shopware, WooCommerce, Adobe Commerce (Magento) and PrestaShop.
4. App: Software that codesaur provides as an online service from its own servers, such as the versions for Shopify and Lightspeed. With an App, codesaur’s server processes data of the shop and its buyers.
5. Customer: the business or organisation that uses the Software.
6. Store: the platform or sales service through which the Customer obtains the Software, such as the Shopware Store, WordPress.org, Freemius, the Adobe Commerce Marketplace, PrestaShop Addons, the Shopify App Store and the Lightspeed App Store.
7. Data Sources: the third-party services that the Software queries, such as VIES (European Commission), PDOK (Dutch Kadaster), BeST (Belgian address register) and the KVK API (Dutch Chamber of Commerce).
8. Business day: Monday to Friday, except generally recognised public holidays in the Netherlands.

Article 2. Scope and order of precedence

1. These terms apply to every use of the Software by the Customer and to every agreement between codesaur and the Customer about the Software.
2. Where a Store is the seller or merchant of record, such as the Shopware Store, PrestaShop Addons and Freemius, or where a Store bills on codesaur’s behalf, such as Shopify and Lightspeed, that Store’s terms apply to the purchase, the subscription, payment, a trial period and refunds. Where the Store’s terms cover matters these terms do not, both apply. Where they conflict, the Store’s terms prevail.
3. The free WooCommerce plugin on WordPress.org is licensed under the GNU General Public License, version 2 or later (“GPL”). A Customer who only uses that plugin has no agreement with codesaur besides the GPL. These terms do not limit any right under the GPL. Articles 5, 6 and 8 then describe how the plugin works and how codesaur gives support.
4. The purchase of the paid WooCommerce add-on “Plus” through Freemius is governed by Freemius’s licence agreement (EULA). These terms supplement it.
5. The Customer’s own general terms and conditions do not apply.
6. If a provision of these terms is void or annulled, the other provisions remain in force. The parties then replace it with a valid provision that comes as close as possible to the purpose of the original.

Article 3. Businesses only

1. The Software is intended only for use in the course of a profession or business. codesaur does not enter into agreements with consumers.
2. By installing, buying or using the Software, the Customer declares that it acts in the course of its profession or business.

Article 4. Licence

1. All rights in the Software belong to codesaur or its licensors, except to the extent that the GPL or another open-source licence gives the Customer rights.
2. Plugins (proprietary). For the Plugins for Shopware, Adobe Commerce and PrestaShop, the Customer receives a non-exclusive, non-transferable right to use the Plugin in the shop(s) for which it bought a licence, for as long as that licence or subscription runs. The Customer may modify the Plugin for use in its own shop. The Customer may not sell, distribute or sublicense the Plugin or a modified version of it, or use it to build a comparable product.
3. Free WooCommerce plugin (GPL). The free WooCommerce plugin, including the code shipped inside it, is available under the GPL, version 2 or later. The Customer has the rights the GPL gives.
4. WooCommerce Plus (split licence). In the “Plus” add-on, the PHP code is licensed under the GPL, version 2 or later. The JavaScript, CSS and images are proprietary and fall under paragraph 2. The licence key gives the right to updates and support for as long as the licence runs.
5. Apps. For an App, the Customer receives a non-exclusive, non-transferable right to use the App in the shop in which it installs the App, for as long as the subscription runs. The Customer receives no copy of the software on codesaur’s server.
6. Third-party components in the Software, such as open-source libraries, are subject to their own licences.
7. The Customer may not use the codesaur name and logo or the names of the Software for its own products.

Article 5. Third-party data sources

1. The Software retrieves data from Data Sources. These are run by public authorities and other third parties, not by codesaur.
2. codesaur does not guarantee that data from a Data Source is correct, complete or up to date, or that a Data Source is available or answers quickly. A Data Source may fail temporarily or permanently.
3. Data Sources may change their technology, addresses or terms, or stop their service. codesaur tries to adapt the Software within a reasonable time, but cannot guarantee that it succeeds or that a feature remains available.
4. The Software is built so that an outage of a Data Source blocks the shop’s checkout as little as possible. codesaur does not guarantee this.
5. KvK. The KVK API connection works with the Customer’s own API key. For this, the Customer is itself a customer of the Dutch Chamber of Commerce, and the KvK’s terms apply to it. The Customer is responsible for its key, the KvK’s charges and compliance with the KvK’s terms. codesaur is not a party to that agreement.
6. With a Plugin, the Customer’s own server contacts the Data Sources. With an App, codesaur’s server does so on the Customer’s instruction.

Article 6. The Customer’s responsibilities

1. VAT. The Software helps check a VAT number. A valid VAT number does not by itself mean that the reverse-charge rule or a zero rate applies. The Customer decides on the VAT treatment of each order, on the content of its invoices and on keeping evidence. It remains responsible for this towards the tax authorities.
2. Personal data. The Customer is the controller for its buyers’ data. It informs its buyers in its own privacy policy about the checks the Software performs and ensures a legal basis. With an App, codesaur processes that data as a processor under the data processing agreement (article 9(4)).
3. Own environment. With a Plugin, the Customer is responsible for its server, hosting, its platform software, other extensions and themes, backups and the Plugin’s settings. codesaur recommends trying updates in a test environment first.
4. Proper use. The Customer uses the Software only for its own shop. It does not use it to extract Data Sources in bulk or to circumvent the security or limits of the Software or of a Data Source.

Article 7. Updates and compatibility

1. codesaur releases updates through the Store. An update may fix errors, add or change features, or contain changes for a Data Source or platform.
2. The Store listing states which versions of the platform and of PHP the Software works with. codesaur may end support for older versions.
3. With a Plugin, the Customer installs updates itself. With a paid licence, the Customer is entitled to updates for as long as its licence or subscription runs.
4. codesaur updates an App itself.

Article 8. Support

1. codesaur supports the software itself: questions about installation, settings and how it works, and errors in the Software. codesaur does not support the hosting, the server, the platform software, other extensions or themes, or the VAT treatment of orders.
2. For Shopware and PrestaShop, support runs through that Store’s ticket system. For the free WooCommerce plugin, support runs through the support forum on WordPress.org. In all other cases through support@codesaur.nl.
3. codesaur answers a support request within 5 Business days, usually sooner. An answer is not always a solution; a solution may require an update.
4. The Customer cooperates by sending the information asked for, such as the text of the “Copy diagnostics” button in the admin.
5. On-site support, work on the Customer’s server and custom development are not covered by these terms.

Article 9. Apps

1. codesaur makes reasonable efforts to keep an App available without interruptions, but does not guarantee availability. No service level agreement applies.
2. codesaur may take an App offline temporarily for maintenance, security or changes, with notice where possible.
3. codesaur may suspend a Customer’s access to an App immediately in case of abuse, use contrary to article 6(4), an attack or an unusual number of requests, or if the platform ends access. codesaur tells the Customer why where possible and lifts the suspension once the reason no longer applies.
4. The personal data that codesaur processes for the Customer in an App is governed by the data processing agreement at plugins.codesaur.nl/legal/dpa/. It forms part of the agreement. The Customer accepts it by installing the App.
5. How long codesaur keeps data and when it is deleted is set out in the data processing agreement and the privacy policy.

Article 10. Prices, payment and refunds

1. Prices are shown with the Software in the Store. All prices exclude VAT, unless the Store states otherwise.
2. The Customer pays through the Store. Payment, trial periods, renewal, cancellation, price changes and refunds are governed by the Store’s rules.
3. codesaur does not make refunds outside the Store’s rules, unless these terms expressly provide for it.

Article 11. Liability

1. codesaur’s liability for damage arising from the agreement or from the use of the Software is limited to direct damage. Per event, it is limited to the amount the Customer paid for the Software concerned in the twelve months before the event that caused the damage, to codesaur or to the Store, and in total to no more than € [amount]. A series of related events counts as one event.
2. codesaur is not liable for indirect damage, such as consequential damage, lost profit or revenue, lost savings, damage from business interruption, loss of data, additional tax assessments, fines and interest from the tax authorities, and damage caused by incorrect, incomplete or missing data from a Data Source.
3. The limitations in this article do not apply if the damage results from intent or deliberate recklessness (opzet of bewuste roekeloosheid) of codesaur.
4. A claim for damages lapses if the Customer has not reported the damage to codesaur in writing within twelve months after becoming aware of it.
5. The Customer indemnifies codesaur against claims by third parties, such as its buyers or the tax authorities, arising from its use of the Software contrary to these terms or to the law.

Article 12. Force majeure

1. codesaur is not obliged to perform if it is prevented from doing so by force majeure. This includes: an outage, change or end of a Data Source; an outage or change at a Store or platform, including their APIs; an outage at a hosting provider or other supplier; an outage of the internet or electricity; and a cyber attack that codesaur could not reasonably prevent.
2. If force majeure affecting an App lasts longer than 30 days, either party may end the subscription.

Article 13. Term and termination

1. The Customer can stop using the Software at any time by removing it. It cancels a paid subscription under the Store’s rules.
2. If the Customer removes a Plugin, data that the Plugin stored in the Customer’s database remains under its own control. The documentation explains how to delete it.
3. If the Customer removes an App, codesaur deletes the Customer’s data as set out in the data processing agreement.
4. codesaur may end the agreement with immediate effect if the Customer seriously or repeatedly breaches these terms, after a written warning where that is reasonably possible.
5. codesaur may stop an App or stop selling Software. codesaur stops an App only after at least three months’ notice. A purchased licence for a Plugin then remains valid for the version the Customer has; codesaur is not obliged to provide updates or support after the announced end date.
6. Articles 5, 6, 11 and 16 continue to apply after the agreement ends.

Article 14. Changes to these terms

1. codesaur may change these terms. The new version is published with its date on plugins.codesaur.nl.
2. A change that materially worsens the Customer’s position takes effect no earlier than 30 days after publication. For an App, codesaur also announces such a change in the dashboard or by e-mail.
3. If the Customer does not agree with a change, it can remove the Software and cancel its subscription before the change takes effect. If it continues to use the Software after that, the new version applies.
4. codesaur sends an earlier version of these terms on request.

Article 15. How these terms are made available

1. codesaur makes these terms available electronically before or when the agreement is concluded (article 6:234 of the Dutch Civil Code): through a link in the Store listing, in the Plugin’s readme or documentation, and in the App. They are published at plugins.codesaur.nl/legal/terms/, in a form the Customer can store and print.
2. On request, codesaur sends the Customer these terms free of charge, by e-mail or as a PDF.

Article 16. Governing law and disputes

1. These terms and every agreement between codesaur and the Customer are governed by Dutch law. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
2. The parties first try to resolve a dispute together. A complaint can be sent to support@codesaur.nl.
3. Disputes are submitted to the District Court of Oost-Brabant (rechtbank Oost-Brabant).
4. This does not affect mandatory rules of a Store on disputes.