These Terms and Conditions apply to you when you use the Philos IT Nuxeo Connector for SAP Commerce Cloud / Hybris software and any content contained within the software and any other software we own or license and make available on philos-it.com and on other websites such as store.sap.com. By accessing and using the Service, you agree to these Terms and Conditions. Philos IT Ltd reserves the right to change the Terms and Conditions, so please check back from time to time. For an explanation of Philos IT’s practices and policies related to the collection, use, and storage of our users’ information, please read our Privacy Statement.

Definitions

Philos IT: means Philos IT Limited, which is company registered in Ireland, company registration number is IE484990, and whose Head Office is at Unit D1 Apex Business Centre, Blackthorn Road, Sandyford, Dublin D18 E3P8, Ireland.

App: means the Philos IT Nuxeo Connector for SAP Commerce Cloud / Hybris. 

Subscriber: means the person who purchases a subscription for the App and where applicable any entity on whose behalf the subscriber purchased the subscription.

You, Your and User: means the subscriber and users registered by the subscriber on the App.

Subscription Fee: means any fees – once-off, monthly or annual fees (excluding taxes and duties) – payable by the Subscriber for use of the App.

Data: means the data entered in and processed through the App by the Subscriber and Users.

Intellectual Property Rights: means any trademark, patent, copyright, know-how and any other intellectual property rights anywhere in world whether registered or not.

Applicable Law: means the laws of Ireland.

Website: The Philos IT web site at the domain www.philos-it.com and all other sites owned or operated by Philos IT Limited.

Service: means the operation of the App hereunder.

Use of the App

• Philos IT grants the Subscriber a licence to access and use the App on non-exclusive, non-transferable basis that is limited to and subject to this agreement.
• The Subscriber is solely responsible for granting and managing User access to their information processed in the App, undertakes to take all necessary steps to maintain the integrity and confidentiality of any usernames, passwords or codes necessary to operate the App, and will inform Philos IT of any suspected breaches of this user access data.
• You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent or condition posted on the Website.
• Philos IT reserves the right to increase the Subscription Fee by 5% on each renewal date of Your Service by providing You notice in writing not less than one month in advance.
• Unless the User cancels the Service 30 days before the Subscription Fee becomes payable, You authorize us to charge the Subscription fee for the Service to Your chosen payment method (see “Cancellation of Subscription” below).

Payment of Subscriptions

Philos IT offers monthly, annual and three year subscription models. The Subscriber must make the relevant payment from their Bank Account, Credit Card or other payment source each month or each year starting on the date that you first subscribe for the App.

Cooling off period

As access to the App and all its functions (including the once-off digital asset migration function) becomes active from the time we receive payment confirmation we cannot offer a cooling off period.

Disclosure of information

Philos IT acknowledges the confidentiality of the information processed and stored in its Apps and we have taken every step possible to ensure its security. However, there are some circumstances we may have to disclose information relating to our subscribers.

• In connection with legal proceedings.
• To comply with legal, governmental and/or regulatory requirements.
• To assist in fraud prevention and/or law enforcement.

Links to other sites / use of third party services

Philos IT has no responsibility for links that our Apps make to third-party Web sites or systems including Nuxeo and SAP. Links are established by the Subscribers during installation and are governed by the Terms of Use and privacy policies, if any, of the applicable third-party content and system providers.

Copyright

All content and functionality relating to Apps, including code, text, graphics, logos, icons, and images and the selection and arrangement thereof, is the exclusive property of Philos IT or its licensors and is protected by E.U., U.S. and international copyright laws. All rights not expressly granted are reserved.

Trademark

The trademarks, service marks, designs, and logos (collectively, the “Trademarks”) displayed on the Website are the registered and unregistered Trademarks of Philos IT and its licensors. You agree that you will not refer to or attribute any information to Philos IT or its licensors in any public medium (e.g., press release, Web sites) for advertising or promotion purposes, or for the purpose of informing or influencing any third party and that you will not use or reproduce any Trademark of, or imply any endorsement by or relationship with, Philos IT or its licensors.

Ownership of Data

The acceptance of these Terms and Condition or the usage of App does not constitute the sale or transfer of ownership of any rights to the software or the intellectual property contained within.

The Data provided by You and Your Users remains your property. You grant Philos IT a license to copy, transmit, back-up and store Your Data for the purpose of enabling You to use, process and access the Data. You are responsible for compliance with any applicable requirements in accordance with the Data Protection Acts 1988-2018 and under the General Data Protection Regulation (GDPR) (EU) 2016/679.

Cancellation of subscription

Either party may cancel the Service at any time by providing 30 days’ notice in writing to the other party. We will not cancel the Service until we have received the written notice to cancel and the request to cancel has been processed in the App.

In the event of cancellation:

• The remaining unused portion of a subscription will not be refunded 
• Neither will that part of the subscription relating to the once-off migration of digital assets.

Breach of contract 

If, in our reasonable judgement, You have breached this agreement, we will issue notice that the Agreement is being terminated and give seven days’ notice in writing and if the breach has not been rectified at the end of the notice period Philos IT will terminate Your Subscription.

App Updates

Philos IT may continue to add new features and to improve the App and may update the software without prior notice. All versions of the App are subject to these Terms & Conditions.

Limitations of liability

The content and functionality on the Website is provided with the understanding that Philos IT is not herein engaged in rendering professional advice and services to you. All content and functionality on the Website is provided “as is,” without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchant-ability and fitness for a particular purpose and your use thereof is at your sole risk. Philos IT and its third-party content providers make no warranties, express or implied, as to the ownership, accuracy, or adequacy of the site content or generally with respect to the Service. Philos IT shall have no liability or responsibility for any information published on linked web sites, contained in any content published on the Website, or provided by third parties. Neither Philos IT nor its third-party content providers shall be liable for any indirect, incidental, consequential, or punitive damages or for lost revenues or profits, whether or not advised of the possibility of such damages or losses and regardless of the theory of liability.

Your Data

Philos IT shall use reasonable skill and care in providing the Service but Philos IT does not guarantee or warrant that any Data you may process, store or access through the Service will not be subject to inadvertent damage, corruption or loss.

Force Majeure

Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including, but not limited to, acts of God, earthquake, embargo, labour disputes and strikes, riots, war, floods and governmental restrictions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.

Governing Law and Jurisdiction

These Terms are governed by the laws of the Republic of Ireland. Any dispute arising from these Terms shall be resolved exclusively in the Republic of Ireland the courts of which shall have jurisdiction in respect of such disputes.