Version 1.0, effective as of 1 January 1970

1. General

1.1 Definitions

In these Terms and Conditions of Purchase ("Purchase Terms"):

"Avalonia UI" means AvaloniaUI OÜ, a company incorporated in Estonia (registry code: 14839404) with its registered office at Harju maakond, Tallinn, Lasnamäe linnaosa, Valukoja tn 8/2, 11415.

"Customer" means the individual or legal entity purchasing a Product or Service directly from Avalonia UI or through an Authorised Reseller.

"Individual Consumer" means a natural person who purchases Products or Services, or otherwise deals with Avalonia UI in relation to Products or Services, outside the scope of their trade, business, craft, or profession.

"Product" means any software product made available by Avalonia UI, including Avalonia Plus, Avalonia Pro, Avalonia Enterprise, Avalonia XPF, Avalonia Accelerate, the Avalonia for Visual Studio Code extension, and any other software offered by Avalonia UI from time to time. The use of each Product is governed by the Avalonia UI Master Terms and Conditions and the applicable Product Schedule.

"Service" means professional services, training, enhanced support, or other services offered by Avalonia UI in relation to its Products for a separate fee.

"Authorised Reseller" means a third-party reseller or distributor that has been formally authorised by Avalonia UI to sell Products and Services on Avalonia UI's behalf in a given territory or market. Orders placed through an Authorised Reseller are subject to the reseller's own terms and conditions of sale in addition to these Purchase Terms.

"Order Form" means any order form, quote, invoice, statement of work, purchase order, or online checkout receipt (including Stripe self-service checkout) that identifies the Products or Services purchased, quantities or seats (if applicable), term (if applicable), and pricing, and that references or incorporates the Avalonia UI Master Terms and Conditions.

"Master Terms" means the Avalonia UI Master Terms and Conditions, available at https://avaloniaui.net/legal.

1.2 Acceptance

Customer accepts these Purchase Terms by placing an order for a Product or Service with Avalonia UI, whether online, by email, or through an Authorised Reseller.

1.3 Relationship to Master Terms

These Purchase Terms are incorporated into and form part of the agreement between Avalonia UI and the Customer. In the event of any conflict between these Purchase Terms and the Master Terms with respect to ordering, payment, pricing, taxes, refunds, or delivery, these Purchase Terms shall prevail. For all other matters, the Master Terms shall prevail.

2. Order Placement and Acceptance

2.1 How to Order

Customer may place an order with Avalonia UI:

(a) online via the Avalonia UI website or Customer Portal;

(b) by email to the appropriate Avalonia UI contact; or

Order details shall be in English. Customer may modify order details before acceptance by Avalonia UI by submitting a written request. English is the preferred language for order-related enquiries.

2.2 Acceptance

An order is not binding upon Avalonia UI until accepted. Avalonia UI may decline to accept an order for any of the following reasons:

(a) failed or incomplete payment;

(b) outstanding payments past due on the Customer's account;

(c) incomplete or incorrect order details, such as a missing delivery email address or billing address, or a pricing or product description error;

(d) ineligibility according to the applicable Product Schedule (for example, attempting to purchase an Individual licence on behalf of an organisation); or

(e) any other reason at the sole discretion of Avalonia UI.

2.3 Exclusion of Customer Terms

Any additional, different, or conflicting terms and conditions contained in or attached to any purchase order, vendor registration form, supplier portal, vendor onboarding documentation, supplier code of conduct, procurement questionnaire, request for proposal, confirmation, acknowledgement, or any other document issued or required by Customer or Customer's procurement function (collectively, "Customer Terms") shall have no force or effect and are hereby expressly rejected by Avalonia UI, regardless of whether Avalonia UI acknowledges, signs, clicks through, or otherwise engages with such Customer Terms in the course of fulfilling an order or completing a vendor registration or onboarding process.

For the avoidance of doubt, Avalonia UI's completion of any vendor registration, supplier onboarding, procurement portal submission, or similar administrative process required by Customer does not constitute acceptance of, or agreement to be bound by, any Customer Terms encountered or presented during that process. The only terms governing the relationship between Avalonia UI and Customer are these Purchase Terms, the Master Terms, the applicable Product Schedule(s), and any Order Form(s), unless Avalonia UI has expressly agreed otherwise in a document that: (a) is separate from any Customer Terms; (b) specifically identifies the provision of these Purchase Terms or the Master Terms being varied; and (c) is signed by an authorised officer of Avalonia UI.

3. Prices and Payment

3.1 Currency

Avalonia UI sets prices for Products and Services in Euros (EUR), US Dollars (USD), or British Pounds (GBP), depending on the Customer's location and the sales channel used. Avalonia UI reserves the right to add or change available currencies at its discretion.

3.2 Price Changes

Avalonia UI may change prices at any time. Price changes do not affect orders already accepted or subscriptions during their current paid term. For subscription renewals, Avalonia UI will use reasonable efforts to notify the Customer of price changes at least thirty (30) days before the renewal date.

3.3 Payment by Card

Avalonia UI accepts major debit and credit cards for online orders via Stripe or such other payment gateway provider as Avalonia UI may use from time to time. Avalonia UI is not responsible for: (a) payment failure resulting from inaccurate card details provided by Customer; (b) restrictions applied to the card by Customer's bank or payment provider; (c) payment gateway failure; or (d) misuse, abuse, unauthorised use, or fraudulent use of payment cards.

3.4 Recurring Payments

By purchasing a subscription Product or Service requiring regular payments, Customer authorises Avalonia UI (via its payment gateway provider) to charge Customer's payment card automatically at the interval and in the amount selected by Customer during the purchase process. Customer agrees that the payment card specified is, and will continue to be, an account that Customer owns or is legally authorised to use, and that Customer will maintain sufficient funds or credit to cover each Recurring Payment.

Customer may cancel Recurring Payments at any time via their Avalonia Account prior to the next payment due date. If Customer cancels after this date, the cancellation will take effect from the following payment due date, and no refund or partial refund will be issued.

3.5 Payment by Wire Transfer

For enterprise and organisational Customers who are not Individual Consumers, Avalonia UI may accept payment by wire transfer on net thirty (30) day terms (payable within 30 days from the date of invoice), subject to Avalonia UI's prior approval.

Newly registered Customers purchasing by wire transfer may be required to make advance payment. Avalonia UI may, upon reasonable request, verify its bank details in writing.

3.6 Payment via Authorised Resellers

Where Customer purchases through an Authorised Reseller, payment terms are as agreed between the Customer and the Authorised Reseller. Avalonia UI is not a party to the payment arrangement between Customer and an Authorised Reseller, and is not responsible for any payment disputes between them. Notwithstanding the foregoing, Customer's licence rights remain subject to the Master Terms and the applicable Product Schedule.

4. Product Delivery

4.1 Electronic Delivery Only

Avalonia UI does not ship physical products. All Products are delivered electronically. Delivery details, including download links, licence keys, activation codes, or account credentials, will be provided to Customer via email to the address supplied by Customer, and where applicable, made available through the Customer Portal.

Customer is responsible for providing a valid email address for delivery purposes.

4.2 Delivery Timeframe

For online self-service purchases, delivery is typically immediate upon payment confirmation. For orders requiring manual processing (such as wire transfer orders or custom enterprise configurations), Avalonia UI will use commercially reasonable efforts to deliver the Product within five (5) Business Days of order acceptance, unless otherwise agreed.

4.3 Deemed Delivery

A Product shall be deemed delivered to Customer on the date Avalonia UI sends the delivery email or makes the Product available via the Customer Portal. Avalonia UI shall not be liable for non-delivery caused by email delivery failure, incorrect email addresses provided by Customer, or spam filtering.

5. Taxes

5.1 Prices Exclusive of Tax

All prices for Products and Services are exclusive of any applicable national, state, local, or other taxes, including value added tax (VAT), goods and services tax (GST), sales tax, use tax, digital services tax, or any similar levy ("Local Tax").

5.2 Local Tax

If a purchase is subject to Local Tax, that tax will be added to the invoice. Avalonia UI may use a third-party tax compliance service provider to calculate, collect, and remit Local Tax on its behalf.

5.3 Tax Exemption

If the Customer is exempt from Local Tax or wishes to have an invoice issued without Local Tax, the Customer must provide Avalonia UI with a valid tax identification number (such as a VAT ID) or valid exemption documentation before or at the time of purchase. Avalonia UI is not obliged to issue corrected invoices for tax identification numbers provided after the invoice date.

5.4 Withholding Tax

Customer bears sole responsibility for any withholding tax liabilities. No deductions shall be made by Customer from the amount payable to Avalonia UI under any invoice. If Customer is required by law to withhold tax, Customer must gross up the payment so that Avalonia UI receives the full invoiced amount.

6. Suspension for Non-Payment

If Customer fails to pay any amount due under these Purchase Terms, the Master Terms, or any other agreement with Avalonia UI, Avalonia UI reserves the right to:

(a) suspend Customer's access to all Products and Services until all outstanding amounts are paid in full; and/or

(b) terminate the applicable licence in accordance with Section 8.3 of the Master Terms.

During any period of suspension, Customer remains liable for all fees for the full subscription term.

7. Refunds and Consumer Withdrawal

7.1 General Policy

All sales are final. Licence and service fees are non-refundable except where required by mandatory applicable law.

Any request for a refund following purchase will be subject to prior review and authorisation by Avalonia UI, and acceptance of such request shall be at the sole discretion of Avalonia UI.

7.2 EU Consumer Right of Withdrawal

Any Customer in the position of an Individual Consumer within the European Union has the right to withdraw from the purchase contract within fourteen (14) days without giving any reason. The withdrawal period expires fourteen (14) days from the day of purchase (the day of conclusion of the contract).

To exercise the right of withdrawal, Customer must inform Avalonia UI of the decision to withdraw by an unequivocal statement (for example, a letter sent by post or email to the address in Section 12). Customer may use the cancellation function available in the Avalonia Account, but this is not obligatory.

To meet the withdrawal deadline, it is sufficient to send the communication concerning exercise of the right of withdrawal before the withdrawal period has expired.

If Customer exercises this right, Avalonia UI shall reimburse all payments received from Customer without undue delay and in any event not later than fourteen (14) days from the day on which Avalonia UI is informed of the decision to withdraw. Avalonia UI will carry out such reimbursement using the same means of payment as Customer used for the initial transaction, unless Customer has expressly agreed otherwise. Customer will not incur any fees as a result of such reimbursement.

7.3 Waiver of Withdrawal Right

If the Product is digital content that is not supplied on a tangible medium, Customer in the position of an Individual Consumer may be asked to give prior express consent to begin performance during the withdrawal period and to acknowledge that the right of withdrawal will be lost once performance has begun. By providing such consent (for example, by clicking "I agree" or by activating a licence key), Customer acknowledges that the right of withdrawal is waived upon commencement of download or activation.

7.4 Consumer Guarantees

Nothing in these Purchase Terms limits any rights a Customer in the position of an Individual Consumer may have under applicable mandatory consumer protection laws, including rights relating to defective products or non-conformity of goods with the contract.

8. Export Controls and Sanctions

Customer shall comply with all applicable laws and regulations regarding economic sanctions, export controls, import regulations, and trade embargoes ("Export Control Laws"), including those of the European Union and the territory of Customer's residence. This obligation is in addition to, and does not replace, the sanctions and export compliance provisions in Section 4.3 of the Master Terms.

9. Personal Data

In connection with the purchase of Products and Services, Avalonia UI will process Customer's personal data, including contact and identification details and information about Customer's subscriptions and payments, for the following purposes:

(a) to fulfil Customer's order and provide Products and Services;

(b) to manage Customer's Avalonia Account and licence entitlements;

(d) to improve Products and Services based on usage patterns;

(e) to communicate with Customer regarding orders, renewals, payment reminders, and account administration; and

(f) to fulfil legal obligations under accounting, taxation, and other applicable laws.

For the above purposes, Avalonia UI may process information including Customer's name, email address, physical address, telephone number, payment data, company name, and tax identification number where applicable.

Customer's personal data may be shared with: (a) third-party payment providers for processing transactions; (b) third-party accounting services; (c) Authorised Resellers handling purchases in Customer's region (Customer will be informed before such transfer); and (d) other representatives of the same Customer organisation.

Full details of Avalonia UI's data processing practices are set out in the Avalonia UI Privacy Policy, available at https://avaloniaui.net/legal/privacy-policy.

10. Amendments

Avalonia UI may update these Purchase Terms from time to time by publishing the revised terms on the Avalonia UI website. Material changes will be communicated with at least thirty (30) days' notice where practicable. The Customer's continued purchase of Products or Services after the effective date of any update constitutes acceptance of the revised Purchase Terms.

For the avoidance of doubt, amendments to these Purchase Terms do not alter the terms of existing, paid-up subscription periods. Updated Purchase Terms apply to new purchases and renewals made after the effective date of the change.

11. Miscellaneous

11.1 Governing Law and Jurisdiction

These Purchase Terms are governed by the laws of Estonia, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. Any dispute arising from these Purchase Terms shall be submitted to the exclusive jurisdiction of the courts of Tallinn, Estonia.

If Customer is an Individual Consumer resident in the European Union, nothing in these Purchase Terms affects Customer's rights under the mandatory consumer protection laws of Customer's country of residence, and Customer may bring a claim in the courts of that country.

11.2 Severability

If any provision of these Purchase Terms is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

11.3 Assignment

Avalonia UI may assign or transfer these Purchase Terms, in whole or in part, to any affiliate or successor entity without Customer's consent.

11.4 Entire Purchase Agreement

These Purchase Terms, together with the Master Terms and the applicable Product Schedule(s) and Order Form(s), constitute the entire agreement between Avalonia UI and Customer with respect to the purchase of Products and Services. Any terms contained in Customer's purchase orders, confirmations, or similar documents shall have no force or effect except to the extent expressly accepted by Avalonia UI in writing.

12. Contact

AvaloniaUI OÜ Harju maakond, Tallinn, Lasnamäe linnaosa, Valukoja tn 8/2, 11415 Estonia Registry Code: 14839404

Email: [email protected]

End of Terms and Conditions of Purchase