Terms and Conditions

Introduction

This website, online applications, mobile applications, cloud based platform and associated e-commerce store and or marketplace (hereafter referred to as the “Platform” or the “Service”) are owned and operated by Steampunk Wizards Ltd (hereafter “SPWizards”) a Maltese registered company in accordance with these Terms and Conditions of Use (“Terms of Use”).

These Terms of Use govern your use of the Platform. By accessing or using the Platform, you accept these Terms of Use in full and without reservation. Certain Terms of Use may be exceptionally overruled for organizations that have a separate, written and duly signed framework agreement, contract or partnership agreement with SPWizards.

We recommend that you read these Terms of Use. Furthermore, SPWizards may change these Terms of Use at any time by updating this webpage. Please review the Terms of Use regularly to ensure you are aware of any changes. Your continued access to and/or use of the Platform after changes have been made to these Terms of Use indicates your agreement to be legally bound by the updated and/or amended Terms of Use.

IF YOU DO NOT AGREE TO THESE TERMS OF USE AND/OR THE PRIVACY POLICY OR OTHER POLICIES, GUIDELINES OR INSTRUCTIONS POSTED ON THE PLATFORM, DO NOT USE THE PLATFORM.

Use of the Service

In order to use the Platform, you may be required to establish a user account (an “Account”) on the Platform. If you choose, or you are provided with, a user identification code, login name, password or any other piece of information as part of our security procedures giving access to your Account, you must treat such information as confidential, and you must not disclose it to any third party. User accounts are strictly personal and individual: it is not allowed to share a user account with other individuals. We have the right to disable any user identification code, login or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms of Use.

In order to use the Platform, you are aware of and acknowledging the technical requirements for using SPWizards’ Applications. SPWizards will not be liable for any limitations or errors caused by use of the Platform with other devices, software or operating system versions than those described in the technical requirements.

You may not use the Platform to disseminate any unlawful or other objectionable material, or to harm others or the Platform itself. For example, you must not: (i) use the Platform to harm, threaten, or harass another person, organization, or SPWizards; (ii) damage, disable, overburden, or impair the Platform; (iii) resell or redistribute any part of the Platform or access to the Platform, including the sale or purchase of an Account and/or Credits; (iv) use or attempt to use any unauthorized means to modify, reroute, or gain access to the Platform; (v) use any automated process or service (such as a bot, a spider, periodic caching of information stored by SPWizards, or meta-searching) to access or use the Platform, or to copy or scrape data from the Platform; or (vi) obtain (or try to obtain) any data or content from the Platform, except the data or content that we intend to make available to you.

Intellectual Property Rights

All information, data, text, documents, graphics, logos, designs, images, pictures, photographs, videos, weblogs, interactive features or other content, services or materials (or any part of them) accessible on the Platform (hereafter referred to as the “Materials”) are protected by copyright, trade marks, database rights and other intellectual property rights and are owned by or licensed to SPWizards or are otherwise used by SPWizards as permitted by applicable law. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise, any license or right to use the Materials other than as permitted in these Terms of Use. Unless you have permission from the creator or original content supplier, you agree not to download, cache, reproduce, modify, edit, alter or enhance any of the Materials , not to use them in other software applications or use them for other purposes than made possible by SPWizards’ Applications.

SPWizards owns and retains all proprietary rights to the Platform and all associated copyrights, trademarks, brands, service marks, patents, SPWizards object libraries, characters, props or other proprietary rights under law. All of the trademarks, service marks, brand and trade names and logos appearing on the Platform are the proprietary intellectual property of the owners of such marks or names and you may not use, modify, remove or otherwise infringe any of such proprietary intellectual property.
By agreeing to use the Platform you agree to receive newsletters, alerts, promotional and other emails from SPWizards. You may unsubscribe from these mailing lists as required by law via the Platform.

Privacy and Security

We are committed to protecting your privacy and security. All personal data that we collect from you will be processed in accordance with our Privacy Policy. You should review our Privacy Policy, which is incorporated into these Terms of Use by this reference, and you confirm that when using the Platform, you consent to your personal data being used and processed in accordance with our Privacy Policy.

Disclaimers of warranty

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

SPWIZARDS DOES NOT WARRANT THAT THE FUNCTIONAL ASPECTS OF THE PLATFORM WILL BE ERROR FREE, OR THAT THE PLATFORM WILL BE CONSTANTLY AVAILABLE, OR AVAILABLE AT ALL, OR THAT TRANSMISSION OF DATA TO / FROM THE PLATFORM WILL OCCUR AT ANY MINIMUM SPEED OR THAT THE PLATFORM OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SPWIZARDS DOES NOT WARRANT OR REPRESENT THAT ANY CONTENT ASSOCIATED WITH OR USED IN CONNECTION WITH THE PLATFORM IS FACTUAL OR ERROR-FREE OR THAT THE USE OF SUCH MATERIAL WILL NOT INFRINGE RIGHTS OF THIRD PARTIES. SPWIZARDS RESERVES THE RIGHT TO CORRECT ANY ERRORS ON IN THE PLATFORM.

WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT EVERYTHING ASSOCIATED WITH THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPWIZARDS MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE MATERIAL CONTAINED ON THE PLATFORM OR RESULTS TO BE OBTAINED FROM USING THE PLATFORM. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, SPWIZARDS DOES NOT MAKE ANY REPRESENTATION ABOUT THE QUALITY OF ANY PRODUCT, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH USE OF THE PLATFORM.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE PLATFORM; (B) THE USE OF ANY MATERIALS, USER CONTENT OR OTHER MATERIAL ON THE PLATFORM OR ANY WEBSITE OR WEBSITES LINKED TO THE PLATFORM, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (F) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE PLATFORM, AND IN NO EVENT EXCEED FIVE HUNDRED EURO (€500.00). IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM, OR WITH ANY OF THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THE PLATFORM. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Indemnification

You hereby indemnify SPWizards and undertake to keep SPWizards indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by SPWizards to a third party in settlement of a claim or dispute on the advice of SPWizards’ legal advisors) incurred or suffered by SPWizards arising out of any breach by you of any provision of these Terms of Use, or arising out of any claim that you have breached any provision of these Terms of Use.

Third Party Links

The Platform may contain links to or allow you to interact with and make use of other independent third-party websites, products or services (“Third-Party Services”). Access to Third-Party Services is provided solely as a convenience. Third-Party Services are not under SPWizards’ control and SPWizards does not necessarily endorse the content, advertising, products, services or other materials on or available from such Third-Party Services. Your use of any Third-Party Services may be subject to the third-party provider’s terms and conditions and privacy policy and may involve the disclosure or transfer of information from or about you to the third-party provider. You will need to make your own independent judgment regarding your use of and interaction with any Third-Party Services. You acknowledge and agree that SPWizards is not responsible for the availability of any Third-Party Services and that SPWizards shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with you use of or interaction with any Third-Party Services.

Termination

SPWizards may at any time and without notice terminate your Account in its sole discretion, including, without limitation, for breach by you of any of your representations, warranties or obligations under these Terms of Use. SPWizards may also suspend or terminate your access to the Platform and remove all User Content.

Upon any termination of your access to the Platform: (i) your Account may be canceled and closed or suspended and your user identification code and password shall be deactivated; (ii) all Marketplace items or User Content purchased, created or uploaded by you shall be removed from the Platform; SPWizards may however continue to use those items for internal archival and reference purposes; (iii) you shall forfeit all right, title and interest in and to any and all Credits; and (iv) SPWizards will permanently delete your User Content.
Cancellation of your Account shall not relieve you of any payment obligations that may have arisen prior to such termination, or any other obligations pursuant to any other agreement that has not been specifically terminated.

Miscellaneous

All terms and conditions of these Terms of Use which are destined (whether expressed or not) to survive the duration or termination of the agreement between Parties shall so survive.

These Terms of Use constitutes the final and complete expression of the Parties’ agreement and understanding with respect to the subject matter herein and supersede all other prior agreements.

Your use of the Platform does not give you any authority to act as an agent, legal representative or employee of SPWizards or of any third party with whom SPWizards has a relationship, and you agree not to represent that you are otherwise.

SPWizards may transfer, sub-contract or otherwise deal with SPWizards’ rights and/or obligations under these Terms of Use without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms of Use.

Should any of the provisions of these Terms of Use be determined to be null and void, invalid and/or otherwise unenforceable, this shall in no way affect the legality, validity and/or enforce-ability of the other provisions of these Terms of Use. Moreover, upon such determination of one or more provisions of these Terms of Use being, in whole or in part, void, invalid or unenforceable, the Parties shall negotiate in good faith in order to replace the provision in question with a valid and enforceable provision which in its economic effect complies most with the void, invalid or unenforceable provision.

These Terms of Use and any renewal and/or modification thereof shall be governed by and construed in accordance with the laws of Malta. Any dispute or difference arising out of or in connection with these Terms of Use shall be the exclusive jurisdiction of the Maltese’ courts.

 


 

Invoiced Services

The following conditions shall be considered as binding unless expressly mentioned in a superceding agreement between and signed by both parties. The term “SPWizards”, shall refer to Steampunk Wizards Ltd. The term “Company” shall refer to the client, customer, receiver of products or services, recipient and addressee on any invoice whether a natural or legal person.

  1. This invoice (including all associated costs, e.g. bank transfer charges etc.) is to be paid to SPWizards within the specified time period.
  2. This Invoice will be considered as final and accepted unless contested in writing within 8 business days of the date on the invoice.
  3. All deliverables remain the sole property of SPWizards until payment has been received in full.
  4. All deliverables carry the same warrantee conditions as those from the original manufacturer or supplier.
  5. SPWizards has, at its sole discretion, and without being seen as breaking any agreement between the parties, the right to charge a compound interest of 2.5% per month on all amounts not received within the specified payment period.
  6. Design materials or concepts, layouts or other graphical materials remain the intellectual property of SPWizards.
  7. The Company agrees to indemnify and hold harmless SPWizards, the members and managers of SPWizards, and their agents, attorneys, employees, and affiliates from and against all claims, actions, or demands that arise from the services provided hereunder or in connection herewith and any expenses (including reasonable attorneys’ fees), liabilities, losses, or damages resulting from such claims, actions, and demands, including without limitation amounts paid in settlement or compromise thereof; provided, however, that this indemnity will not extend to conduct of such an indemnified party which is finally determined by a judgment of a court of competent jurisdiction not to have been undertaken in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company.
  8. The obligations of SPWizards and the Company are solely entity-level obligations, and no officer, director, manager, employee, agent, shareholder, member, or controlling person will be subjected to any personal liability whatsoever to any person or entity, nor will any such claim be asserted by or on behalf of any other party to this invoice or any person or entity relying on the services provided hereunder.
  9. Governing law for any dispute between the parties is Maltese law in the law courts of Malta.