Terms of sale

1. SELLER AND SCOPE

1.1 The seller is FARM 23 SL, Calle La Morada, Num. 2, Puerta 2, 38650 Los
    Cristianos, Santa Cruz de Tenerife, Spain, NIF B76609064, e-mail 
    ("we"). We sell the licences with the authorisation of the owner of the
    UP-SCALE software (see the software licence, section 1).
1.2 These terms apply to every order in the shop on up-scales.com. The shop sells
    software licences (licence keys) for the UP-SCALE firmware and app; it sells no
    hardware. Different terms of the customer do not apply.
1.3 The use of the software is governed by the UP-SCALE software licence
    (up-scale-software-licence.txt), which you accept with your order. If these
    terms and the licence say something different about the use of the software,
    the licence applies.
1.4 "Consumer" means a person who orders for purposes outside his or her trade,
    business, craft or profession; "business customer" means everybody else.

2. THE CONTRACT

2.1 The products in the shop are an invitation to order. With the button "ORDER
    THE LICENCE NOW" you make a binding offer to buy the chosen licence(s).
2.2 The automatic e-mail right after the order only confirms that we received it.
    The contract comes about when we send you the payment details by e-mail, or
    when we send you the licence key, whichever comes first. For a free licence,
    when we send the key.
2.3 Before you send the order, you can check and correct all entries in the form
    and with the back button of your browser. We save the text of the contract (your
    order data); you get it with the confirmation e-mail, together with these terms
    and the software licence as text files.
2.4 The language of the contract is English.

3. PRICES AND PAYMENT

3.1 The prices in the shop are final prices in EUR and include the indirect tax
    that applies (VAT or IGIC), as shown in the order form. Business customers in
    the EU with a valid VAT ID of their country pay no VAT where the reverse charge
    rules apply; they account for the tax themselves.
3.2 You pay by bank transfer to the account in our e-mail with the payment details,
    within 14 days. Online payment methods may follow; the shop then names them.
3.3 We send the licence key after we received the payment.

4. DELIVERY

4.1 The licence key is delivered by e-mail (a link and a QR code) to the address of
    the order, usually within 2 working days after the payment. There are no
    shipping costs.
4.2 A key works only on the board (Device ID) it was made for. Please check the
    Device IDs before you order; a key for a wrong Device ID is no defect.
4.3 Licences for a limited time (months, years) are paid in advance. They are no
    subscription: they do not renew by themselves and nothing is ever charged
    automatically. Each order gives a key for the time paid; for more time you order
    again. When the time ends, the paid functions end; your data stay.

5. RIGHT OF WITHDRAWAL FOR CONSUMERS

Right of withdrawal
You have the right to withdraw from this contract within 14 days without giving any
reason. The withdrawal period will expire after 14 days from the day of the
conclusion of the contract.
To exercise the right of withdrawal, you must inform us (FARM 23 SL, Calle La Morada,
Num. 2, Puerta 2, 38650 Los Cristianos, Santa Cruz de Tenerife, Spain,
) of your decision to withdraw from this contract by an unequivocal
statement (e.g. a letter sent by post or e-mail). You may use the model withdrawal
form below, but it is not obligatory.
To meet the withdrawal deadline, it is sufficient for you to send your communication
concerning your exercise of the right of withdrawal before the withdrawal period has
expired.

Effects of withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received
from you without undue delay and in any event not later than 14 days from the day
on which we are informed about your decision to withdraw from this contract. We will
carry out such reimbursement using the same means of payment as you used for the
initial transaction, unless you have expressly agreed otherwise; in any event, you
will not incur any fees as a result of such reimbursement.

Early end of the right of withdrawal
The licence key is digital content that is not supplied on a tangible medium. In the
order form you agree that the licence is delivered right after the payment, and you
confirm that you know that you lose your right of withdrawal for this digital
content once we have sent you the licence key (the box "I agree that the licence is
delivered right after the payment ..."). Your right of withdrawal therefore ends
when we have sent you the licence key. Until then, you can withdraw.

Model withdrawal form
(complete and return this form only if you wish to withdraw from the contract)
  To FARM 23 SL, Calle La Morada, Num. 2, Puerta 2, 38650 Los Cristianos,
  Santa Cruz de Tenerife, Spain, e-mail :
  - I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract
    for the supply of the following digital content (*): ...
  - Ordered on (*) / received on (*): ...
  - Order number: ...
  - Name of consumer(s): ...
  - Address of consumer(s): ...
  - Signature of consumer(s) (only if this form is notified on paper): ...
  - Date: ...
  (*) Delete as appropriate.

6. WARRANTY

6.1 Consumers have the legal rights for digital content (in Spain: the Real
    Decreto Legislativo 1/2007, based on EU Directive 2019/770): if the licence key
    or the software does not work as agreed, we first make it work (for example a
    new key or an update), and if we cannot, you can ask for a price reduction or
    end the contract. Please tell us about a problem by e-mail.
6.2 For business customers, the warranty and liability rules of the software
    licence (sections 11 and 12) apply.

7. LIABILITY

Our liability is governed by section 12 of the software licence. It is unlimited
for intent and gross negligence, for injury to life, body or health, and where a
mandatory law demands it; for consumers, their mandatory legal rights stay.

8. DATA PROTECTION

We process your order data as described in the privacy policy:
https://up-scales.com/privacy

9. DISPUTES, LAW, COURT

9.1 We are not obliged and not willing to take part in a dispute resolution
    procedure before a consumer arbitration board. Please write to us first.
9.2 Spanish law applies, without the UN Convention on Contracts for the
    International Sale of Goods (CISG). For consumers, the mandatory consumer
    protection of the country where they live still applies.
9.3 For business customers, the courts of Santa Cruz de Tenerife (Spain) have exclusive
    jurisdiction.
9.4 If one part of these terms is not valid, the rest stays valid.

The current version is always at https://up-scales.com/legal/terms-of-sale.txt