Terms and Conditions – Software Commerce Europe B.V.

Version: 1.0
Date: 1 October 2025

Software Commerce Europe B.V., operating under the name “Software.eu”, located at Oude Kruisweg 202, 2142 EK Cruquius, Netherlands, registered with the Chamber of Commerce under number 97784036, RSIN 868230248, VAT-ID: NL868230248B01
Email: info@software.eu

1. Definitions

1.1 “Software.eu”: the trade name of Software Commerce Europe B.V. (hereinafter: “SCE BV”). Wherever “Software.eu” appears in these terms, SCE BV is meant.

1.2 “Customer”: any natural or legal person who enters into an agreement with SCE BV. A “Consumer” is a natural person who does not act for purposes related to his trade, business, craft, or profession; a “Business Customer” is any other Customer.

1.3 “Products”: software (licenses), digital content (such as downloads, license keys, activation codes), and any physical media. “Services”: advice, quotations, selection support, and other (supporting) services.

1.4 “Supplier/Vendor”: the third party who holds the rights to the Software and/or issues licenses (e.g., via EULA terms).

1.5 “EULA”: the license and usage terms of the relevant Supplier governing the use of the Software.

2. Applicability and Hierarchy

2.1 These Terms and Conditions apply to all offers, quotations, agreements, and deliveries of SCE BV via Software.eu, including advice and services.

2.2 In case of conflict: (i) mandatory consumer law prevails; (ii) for the use of the Software, the Supplier’s EULA prevails; (iii) for purchase/delivery/price and payment, these Terms and Conditions prevail.

2.3 Deviations or additions only apply if agreed in writing. The Customer’s terms and conditions are expressly rejected unless agreed in writing.

3. Offers, Advice, and Quotations

3.1 All offers and statements on the website are non-binding and subject to (price) changes and typographical errors.

3.2 Unless otherwise stated, quotations are valid for 14 days and are based on information provided by the Customer. Obvious errors do not bind SCE BV.

3.3 Advice regarding license types and choices is an effort obligation. The Customer remains responsible for the final choice, system requirements, and deployment.

3.4 Prices are shown in euros. For Consumers, prices are communicated including VAT; for Business Customers, prices may be shown excluding VAT (VAT is then stated separately).

4. Conclusion of the Agreement

4.1 The agreement is concluded as soon as SCE BV has accepted the Customer’s order (via checkout, email, or signed quotation) in writing/confirmation.

4.2 SCE BV may refuse an order or set additional conditions, e.g., in case of incomplete information, late payment, or justified doubt regarding creditworthiness.

4.3 Orders may only be placed by persons aged 18 or older. Business Customers guarantee authority to represent.

5. Prices, Payment, and Invoicing

5.1 Unless explicitly stated otherwise, prices for Consumers include VAT and for Business Customers exclude VAT. Any surcharges (e.g., payment transaction costs) are stated separately.

5.2 Consumers pay in advance via the offered payment methods; Business Customers usually pay by invoice within 14 days of the invoice date, unless otherwise agreed.

5.3 In case of late payment, the Customer is in default; SCE BV is entitled to charge statutory (commercial) interest and collection costs. SCE BV may suspend delivery until payment is received.

6. Delivery (Digital Content and Physical Media)

6.1 Digital Products (license keys, downloads, activation codes) are delivered via email, customer account, or via Supplier portals. Delivery times are indicative.

6.2 For physical media, the stated delivery times and shipping costs apply. The risk of loss during shipment passes to the Customer upon receipt (for Consumers: upon actual possession).

6.3 SCE BV may deliver in parts. If a Supplier provides delivery or activation, their process prevails.

6.4 In case of delivery issues (e.g., incorrect/defective key), SCE BV will strive for free repair/replacement. The Customer cooperates with reasonable verification by SCE BV or the Supplier.

7. Right of Withdrawal for Consumers (Digital Content and Physical Media)

7.1 Consumers have a 14-day right of withdrawal from receipt (physical) or conclusion of the agreement (digital content), unless a legal exception applies.

7.2 Exception for digital content not delivered on a tangible medium: the right of withdrawal expires if the Consumer expressly agrees to immediate execution/delivery and confirms that they thereby lose their right of withdrawal (e.g., direct delivery of license keys/activations).

7.3 For physical media: the Consumer must handle the product carefully. Where possible, return in original condition and packaging. SCE BV may charge for depreciation due to further use.

7.4 Upon withdrawal, SCE BV refunds all payments received from the Consumer (including standard delivery) within 14 days after being informed of the withdrawal; SCE BV may wait with repayment until receipt or proof of return.

7.5 SCE BV provides a digital model form for withdrawal. Return address and instructions are on the website and in the order confirmation.

8. Subscriptions, Renewals, and Termination

8.1 SCE BV does not, in principle, automatically renew or invoice a subscription without prior mutual agreement. Before expiration, the Customer receives a reminder with options (renew, change, or terminate).

8.2 If a Supplier has its own renewal terms (e.g., via EULA/portal), SCE BV will inform the Customer; the Customer is responsible for timely choices in the Supplier portal if applicable.

8.3 Termination periods and processes are clearly stated in the quotation and/or order confirmation.

9. Licenses, EULA, and Use

9.1 Software is licensed, not sold. Use is subject to the Supplier’s EULA. The Customer must accept and comply with the EULA.

9.2 SCE BV is not a party to the EULA and is not responsible for (changes in) functionality, performance, or availability of the Supplier’s Software, except as required by mandatory law.

9.3 The Customer ensures correct (end) user data and compliance with export control, sanctions, and (re)distribution restrictions of the Supplier.

10. Support, Maintenance, and Updates

10.1 Unless explicitly agreed otherwise, support and maintenance are provided by the Supplier according to their terms.

10.2 SCE BV provides reasonable assistance with activation and first-line questions regarding orders and delivery. Any additional services are offered separately.

11. Conformity, Warranties, and Complaints

11.1 SCE BV ensures proper delivery/activation of what the Customer ordered. Statutory conformity rules for Consumers remain fully applicable.

11.2 For Business Customers: Products and Services are delivered ‘as is’, without other warranties than explicitly agreed; SCE BV will correct attributable defects within a reasonable period or provide a reasonable alternative.

11.3 Complaints must be reported as soon as possible, but no later than 14 days after discovery, in writing, with a clear description and relevant evidence/logs.

12. Liability and Indemnification

12.1 SCE BV is not liable for indirect damage, consequential loss, loss of profits, loss of data, or business damage, except in case of intent or conscious recklessness by SCE BV or mandatory consumer rights.

12.2 For Business Customers, SCE BV’s total liability per event (or series of related events) is limited to the amount paid by the Customer to SCE BV in the 12 months preceding the damaging event, with an absolute maximum of €10,000.

12.3 Nothing in these terms excludes liability for death/injury due to intent or negligence, fraud, or liability that cannot legally be excluded.

12.4 The Customer indemnifies SCE BV against claims from third parties arising from violation of EULAs, unlawful use, or incorrect data provided by the Customer.

13. Force Majeure

13.1 SCE BV is not obliged to perform in case of force majeure (e.g., supplier failures, network/hosting issues, epidemics, government measures, war, strikes). Obligations are suspended for the duration of the force majeure.

14. Data Protection and Confidentiality

14.1 SCE BV processes personal data in accordance with its Privacy Statement. For processing on behalf of Business Customers, a Data Processing Agreement (DPA) may be concluded if SCE BV acts as processor.

14.2 SCE BV may share personal data with Suppliers for activation/delivery of licenses, as far as necessary and lawful.

14.3 Parties treat confidential information strictly confidentially.

15. Applicable Law, Forum, and ODR (Consumers)

15.1 Dutch law applies to these terms and agreements, with the exception of the Vienna Sales Convention.

15.2 Disputes with Business Customers are exclusively submitted to the competent court in [Amsterdam/location of SCE BV]. For Consumers, the court designated by law applies.

15.3 Consumers within the EU can use the European ODR platform: https://ec.europa.eu/consumers/odr/.

16. Amendments and Final Provisions

16.1 SCE BV may amend these terms for future orders. The latest version is on the website. For agreements already concluded, the version at the time of ordering applies unless the Customer agrees to the new terms.

16.2 If a provision is null or voidable, the remaining provisions remain in force; Parties will replace the invalid provision with a valid provision with as much of the same intent as possible.

16.3 Rights and obligations from the agreement may not be transferred without prior written consent, except transfer within the SCE BV group.

Appendix – Withdrawal Information for Consumers

A. Digital Content (License Key/Activation): The right of withdrawal expires if you expressly agree to immediate delivery/activation and confirm that you thereby waive your right of withdrawal once the delivery has started.

B. Physical Media: You have a 14-day right of withdrawal from receipt. You must report the withdrawal within that period via the model form or by an unequivocal statement. You must return the products without delay and in any case within 14 days after notification.

C. Refund: SCE BV reimburses payments (including standard shipping costs) within 14 days after notification, but may wait until receipt or proof of return.

Model Withdrawal Form (Consumers Only)

— To: Software Commerce Europe B.V. (operating under “Software.eu”), [address], [email]

— I/We (*) hereby inform you that I/we (*) withdraw from our agreement concerning the sale of the following goods/digital content (*):

— Ordered on (*)/Received on (*):
— Name(s) of consumer(s):
— Address of consumer(s):
— Signature of consumer(s) (only when this form is submitted on paper):
— Date:
(*) Delete as not applicable.