SPECIFII PRE-ORDER TERMS AND CONDITIONS
- PURPOSE1.1. These Pre-Order Terms and Conditions (“Terms”) govern the placing of Pre-Orders (“Pre-Order”) with Secifii ApS (“Specifii”) for our Persuasive Design Toolkit (“Toolkit”). Please read these Terms carefully before submitting your Pre-Order. By submitting your Pre-Order, you agree to be legally bound by these Terms. Delivery of the Toolkit does not constitute acceptance of any of your applicable terms and conditions and does not serve to modify or amend these Terms.
- ORDERS AND DELIVERY2.1. Specifii is accepting Pre-Orders for the Toolkit starting from 1 May 2019 until 1 December 2019. Upon placing the Pre-Order, you will be invoiced for the Toolkit, but you acknowledge and agree that the Toolkit will be delivered at a later date, estimated to be during the summer of 2020, but you acknowledge that this is only an estimate, and may be subject to change, and that Specifii does not represent or warrant that it will be able to ship the Toolkit by the estimated date.
2.2. Production of the Toolkit is conditional upon Specifii having received sufficient Pre-Orders to fund production. Should Specifii not receive sufficient Pre-Orders, you will receive a full refund of the sales price without interest.
2.3 Although Specifii will use commercially reasonable efforts to begin delivering the Toolkit as soon as reasonably practicable, you understand and agree that there may be delays. As a result, in the event that a delay arises and the estimated time of delivery and/or release of the Pre-Order is not met, Specifii is not responsible for any damages that may occur due to the delay, nor shall it be obligated, except as set forth in these Terms. Specifii will provide you periodical updates with respect to such delivery schedule.
2.4. Delivery of a Pre-Order shall be made Ex Works (Incoterms 2010), any Specifii facility.
2.5 Title to the Pre-Orders shall remain with Specifii until full payment of the entire invoiced amount has been received by the Specifii.
- PRICE3.1. Sales prices are exclusive of any shipping costs, taxes or duties that may be levied in connection with the performance of any Pre-Order.
3.2. Specifii reserves the right to adjust its sales prices at any time for reason’s outside Specifii’s control, including but not limited to changes in manufacturing costs, taxes, duties, transport charges, wages and currency fluctuations, as well as in case of error or omission by Specifii.
- CANCELLATION4.1. You or Specifii may cancel the Pre-Order at any time for any or no reason provided that such cancellation is communicated prior to Specifiis notification to you that the Toolkit is ready for production. If you or Specifii cancel the Pre-Order prior to such notification, you will obtain a refund of the purchase Price without interest.
- RETURNS5.1. Any returns are to be agreed with Specifii.
- LIMITATION OF LIABILITY6.1. Under no circumstances will Specifii be held liable for any incidental, special or consequential damages arising out of or related to these Terms. In the event that Specifii is held liable for any damages arising out of or related to these Terms, your sole and exclusive remedy will be the full refund of your purchase price without interest.
- DISCLAIMER7.1. Specifii disclaims any warranties, express or implied, with respect to the prototype Toolkit displayed by Specifii whether before or after you have placed the Pre-Order. You understand and agree that the Toolkit, its design and technical features are currently under development and that the Toolkit that may be available for purchase by you may be materially different from the prototype Toolkit.
- INTELLECTUAL PROPERTY8.1.Specifii and their affiliate companies own all intellectual property rights in the Toolkit. You shall acquire no interest or rights in Specifii’s intellectual property other than merely the right to use the Toolkit by virtue of these Terms
- FORCE MAJEURE9.1. Specifii shall not be liable to each other for a failure to perform, or for a delay in the performance of their respective obligations under these Terms, when such failure or delay arises from any cause beyond its control, including without limitation: Acts of God, acts of the public enemy, acts of any governmental entity, criminal acts, unavoidable accidents, strikes, lockouts, or labor insurrections, shortages from normal sources of supplies or equipment, hostilities, riots, terrorism or any other uncontrollable delays.
- ASSIGNMENT10.1..You shall not assign a Pre-Order or any interest therein or any rights thereunder (including the right to receive delivery) without the prior written consent of Specifii. Specifii shall be entitled to assign or transfer all or part of any Pre-Order to any Affiliate, without further formalities and without remaining liability as from the assignment or transfer date.
- GENERAL DATA PROTECTION REGULATION (GDPR)11.1. “General Data Protection Regulation” or “GDPR” means the European Union regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, as amended from time to time.
11.2. “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person (as defined in GDPR).
- CHANGES TO THE TERMS12.1. Specifii may amend the Terms at any time without notice. The Terms are available on Specifii’s website, www.specifii.com. The Terms which were in force at the time when a Pre-Order was accepted shall continue to govern such specific Pre-Order.
- SEVERENCE13.1. If any provision of these Terms shall to any extend be deemed invalid or unenforceable by any court or authority having jurisdiction, it shall be severed, and the remaining provisions will remain enforceable.
- GOVERNING LAW AND DISPUTE RESOLUTION
14.1. Specifii and you shall use reasonable commercial efforts to settle all matters in dispute amicably.
14.2. These Terms shall be governed and construed in accordance with the laws of Denmark. The United Nations Convention on the International Sale of Goods (CISG) is expressly disclaimed.
14.3 All disputes and differences of any kind related to these Terms or a sale concluded under it, which cannot be solved amicably shall be referred to the Copenhagen City Court as the competent court.