Terms and Conditions of Sale

2.1 The prices, offers, and descriptions of products and services indicated or mentioned in the online shop do not constitute a binding contractual offer.

2.2 The Customer may submit a contractual proposal through the appropriate order form available in the Seller’s online shop. To do so, after selecting the Products and adding them to the virtual shopping cart, the Customer must complete the online purchase process and confirm the order by clicking the “PLACE ORDER” button, under which these GTC can be reviewed. This action constitutes a legally binding contractual offer for the Products placed in the cart.

2.3 Before finally submitting the order through the Seller’s online form, the Customer has the opportunity to verify and correct any errors in the entered data by carefully reviewing the information displayed on the screen. A useful tool for detecting typing errors is the browser’s zoom function, which allows the screen view to be enlarged. During the ordering process, the Customer can modify the entered data using the usual mouse and keyboard functions until proceeding with the final confirmation of the order by clicking the “PLACE ORDER” button.

2.4 Upon submitting the contractual proposal via the online order form and before the Seller accepts the offer, the Seller will save the contract text and send it to the Customer, along with a copy of these GTC, in written form (e.g., by e-mail, fax, or mail) after receiving the order. This communication does not constitute acceptance of the Customer’s proposal but is solely intended to inform the Customer of the Seller’s receipt of the order. The contract shall only be deemed concluded following a specific action by the Seller, as indicated in Clause 2.5. Additionally, the contract text will be archived on the Seller’s website and can be accessed by the Customer within their password-protected account, provided that the Customer has created such an account prior to submitting the order.

2.5 The Seller may accept the Customer’s proposal within five days in the following ways:

• By shipping the ordered goods, with the contract deemed concluded upon the Customer’s receipt of the goods;

• By requesting payment for the order after receiving it.

If multiple alternatives are provided, the contract shall be deemed concluded when one of the aforementioned conditions occurs.

2.6 The period for the Seller’s acceptance of the Customer’s proposal, as established in Clause 2.5, begins on the day following the submission of the Customer’s proposal and ends at the close of the fifth day thereafter. Should the Seller fail to accept the proposal within this period, the proposal shall be considered rejected, and the Customer shall no longer be bound by their declaration of intent.

2.7 The language used for the conclusion of the contract shall be exclusively Italian.

2.8 If the Customer provides an e-mail address for the conclusion of the contract, they must ensure the proper receipt of communications sent by the Seller. In particular, if spam filters are used, the Customer must ensure that they are configured to allow the receipt of e-mails sent by the Seller or third parties tasked with handling the order. The Seller and any designated third parties will take appropriate measures to ensure that the external appearance of their communications does not cause them to be classified as spam.

2.9 The Seller undertakes to ensure the availability of the Products listed in the online shop but cannot guarantee that all Products will be available at the time of the order. Should the Seller be unable to process or fulfill an order, they will promptly inform the Customer.

3.1 The Seller makes Products available to the Customer, while the services offered are to be understood exclusively as ancillary services to the contracts for the supply of Products. The nature of the service will be determined based on specific agreements between the parties. For the provision of services, the Seller may, at its sole discretion, engage employees, subcontractors, or other appointed parties.

3.2 In contracts for the supply of non-digital products, the Seller’s performance shall conform to the description provided in the Seller’s online shop. The provisions regarding the retention of title contained in Clause 10 shall apply. In contracts for the supply of software (hereinafter referred to as “Software Purchase”), the Seller shall be obliged to permanently transfer the software specified in the license. The Seller must provide the software on an appropriate physical medium, such as a CD-ROM, Blu-ray disc, or USB drive, along with a printed or downloadable copy of the relevant user documentation. Until full payment of the purchase price, as set forth in Clause 8, the retention of title shall apply to all data carriers and user documentation. The characteristics of the software shall be determined solely by the product description provided in the Seller’s online shop. Furthermore, the Seller shall be responsible for granting the rights provided under Clause 4.

3.3 In contracts for the supply of digital products, the Seller shall have the following obligations:

a) For “Software Purchase” contracts, the Seller must permanently transfer the software specified in the license in object code. In addition, the Seller shall be obliged to provide a method for downloading the software and a version of the user documentation in either printed or digital form. Until full payment of the purchase price, as established in Clause 8, the retention of title shall apply to the user documentation. The characteristics of the software shall be determined by the corresponding product description in the Seller’s online shop. The Seller shall also be responsible for granting the rights outlined in Clause 4.

b) For “Software Lease” contracts, the Seller must grant the software specified in the license in object code for a limited period of time. The Seller must also provide a method for downloading the software and a version of the user documentation in either printed or digital form. Until full payment of the purchase price, as provided in Clause 8, the retention of title shall apply to the user documentation. The characteristics of the software shall be determined by the corresponding product description in the Seller’s online shop. The Seller shall be responsible for granting the rights outlined in Clause 5.

3.4 In contracts for the supply of digital content, the Seller shall be obliged to make the agreed digital content available. The use of such content shall be subject to the terms of use established by the respective provider. Access to and use of the digital content shall be subject to full payment of the purchase price, as set forth in Clause 8, unless the Seller authorizes provisional use prior to payment.

3.5 The Seller is obliged to provide services solely as ancillary obligations to the primary or post-contractual agreements, subject to a specific agreement with the Customer.

3.6 The delivery of the subject matter of the contract shall be governed by the provisions of Clause 9.

3.7 Should the Seller be unable to fulfill its contractual obligations due to inadequate or insufficient availability of the Customer’s personnel, documents, data, or equipment, or due to the Customer’s failure to cooperate — including non-compliance with schedules — whether through intent or negligence, the Seller shall be entitled to charge the Customer for any additional costs resulting from such circumstances.

3.8 The Seller’s obligation to deliver is subject to the regular and timely delivery by its own suppliers, provided that the Seller is not responsible for any delays or shortcomings in the supply.

4.1 This Clause 4 applies exclusively to contracts relating to the purchase of software, as outlined in Clauses 3.2 and 3.3 a).

4.2 Upon full payment of the purchase price, as established in Clause 8, the Customer acquires a non-exclusive and perpetual right to use the Products, within the limits defined by the contract. The Seller may grant provisional use of the Products prior to final payment. The use of the Products is permitted simultaneously by no more individuals than the number corresponding to the Products purchased by the Customer. Such use includes the installation of the software, loading it onto a hard drive, and using it in accordance with the related terms of use. The Customer shall not have the right to lease, sublicense, publicly perform, or make the Products accessible via wired or wireless networks, nor to make them available to third parties, whether free of charge or for a fee. The provision contained in Clause 4.5 remains unaffected.

4.3 The Customer is authorized to create a backup copy of the software, provided that such action is necessary to ensure its future use.

4.4 The Customer is also authorized to decompile the software and produce copies thereof only within the limits permitted by law. This shall only be allowed if the Seller has not provided the necessary information upon the Customer’s request within a reasonable period.

4.5 The Customer has the right to permanently transfer the purchased copy of the software to a third party, along with the related documentation. In such case, the Customer must completely cease using the software, remove all installed copies from their devices, or deliver them to the Seller, unless a longer retention period is required by law. Upon the Seller’s request, the Customer must confirm in writing that these actions have been performed, or alternatively justify any legal retention obligations. Furthermore, the Customer must ensure that the third-party purchaser accepts the limitations on rights granted under this Clause 4. It is not permitted to separate components of purchased software packages.

4.6 If the Customer uses the software beyond the qualitative (authorized use modes) or quantitative (number of users) limits set by the contract, they must promptly purchase the necessary additional licenses to regularize the usage. Otherwise, the Seller may exercise its rights to enforce compliance with the contractual terms.

4.7 It is prohibited to remove or alter from the software any trademarks related to copyright, serial numbers, or any other features necessary for the identification of the program.

5.1 This Clause 5 applies exclusively to contracts relating to the temporary transfer of software, as provided in Clause 3.3 b).

5.2 Upon full payment of the purchase price, as established in Clause 8, the Customer acquires a non-exclusive, non-transferable, and non-sublicensable right to use the Products, limited to the duration of the contract, within the boundaries defined by the contract and the license certificate. The Seller may authorize provisional use of the Products prior to final payment. The duration of the contract is determined based on the specifications indicated in the Seller’s online shop or the Customer’s selection made prior to the conclusion of the agreement. Permitted use includes the installation of the software, loading it onto a hard drive, and using it in accordance with the established conditions. The Customer shall not have the right to lease, sublicense, publicly perform, or make the Products accessible via wired or wireless networks, nor to make them available to third parties, either free of charge or for consideration.

5.3 The Customer is authorized to create a backup copy of the software only if necessary to ensure its future use.

5.4 The Customer is also authorized to decompile the software and produce copies thereof exclusively within the limits permitted by law. This authorization shall be valid only if the Seller, upon the Customer’s request, does not provide the necessary information within a reasonable period.

5.5 Except as provided in Clauses 5.1 to 5.3, the Customer is not authorized to create additional copies of the software.

5.6 The Customer is not authorized to transfer the received copy of the software, or any copies created, to third parties. In particular, the Customer may not sell, lend, lease, or sublicense the software, nor publicly perform or make it accessible.

5.7 Should the Customer breach any of the above provisions, all usage rights granted under this contract shall immediately lapse and revert exclusively to the Seller. Consequently, the Customer must immediately and completely cease using the software, delete all installed copies from their devices, as well as any backup copies made, or alternatively deliver them to the Seller.

6.1 The Customer is required to take all necessary measures to protect the Products from unauthorized access by third parties. In particular, the Customer must store all copies of digital content in a secure environment, unless otherwise provided by the contract, the license certificate, or the user documentation.

6.2 The Customer must designate a representative whose declarations and actions, insofar as they are relevant to the performance of the contract, shall be binding on the Customer. This provision does not apply to consumers.

6.3 The Customer is obliged to cooperate with the Seller in the execution of the contract diligently and in good faith, ensuring all necessary conditions for its proper performance. In particular, the Customer undertakes to provide the Seller with all documents, data, and information required to fulfill contractual obligations, in the appropriate form and within the necessary timeframe. Furthermore, the Customer must promptly inform their personnel about the forthcoming delivery of Products or other services by the Seller.

7.1 Consumers have the right to exercise the right of withdrawal.

8.1 Unless otherwise indicated in the Product description provided by the Seller, the prices listed are total prices, inclusive of the applicable VAT. Any additional delivery and shipping costs will be specified separately in the respective Product descriptions.

8.2 For deliveries to countries outside the European Union, additional costs may apply that are not the responsibility of the Seller and must be borne by the Customer. Such costs may include, by way of example, money transfer fees charged by banking institutions (e.g., wire transfer fees or currency exchange fees) or import duties and taxes. Similarly, money transfer costs may also arise if the delivery takes place within a European Union country but the payment is made from a country outside of it.

8.3 The available payment methods will be indicated to the Customer within the Seller’s online shop.

8.4 If advance payment by bank transfer is agreed upon, the amount due shall become payable immediately after the conclusion of the contract, unless a different due date has been agreed between the parties.

9.1 Unless otherwise agreed between the parties, the delivery of the Products shall occur within a few minutes after the completion of payment, by shipping to the delivery address provided by the Customer. For the purposes of the transaction, the delivery address provided by the Customer during the ordering process shall be deemed authoritative.

9.2 If the shipping company returns the Products to the Seller due to an inability to deliver to the Customer, the Customer shall bear the costs of the unsuccessful shipment. This provision shall not apply if the Customer exercises the right of withdrawal, is not responsible for the circumstances that prevented delivery, or if there were temporary impediments to accepting the service, provided that the Seller had given appropriate prior notice of the delivery.

9.3 For logistical reasons, the Customer is not authorized to personally collect the Products.

9.4 Digital content will be made available to the Customer in electronic format by sending a download link. Activation keys for the Products will be sent to the Customer via e-mail.

9.5 Delivery of digital Products occurs immediately after payment. In some cases, a few minutes may be required to send the activation keys.

10.1 Until full payment of the purchase price, the non-digital Products supplied shall remain the property of the Seller (retention of title).

10.2 The Customer is obliged to store the non-digital Products on behalf of the Seller and to handle them with care. The Products must be stored in a manner that clearly indicates the Seller’s ownership, keeping them separate from other goods in stock. This provision does not apply to consumers.

10.3 In the event of attachment or any other action by third parties affecting the Products, the Customer must promptly inform the Seller in writing.

10.4 The Customer is authorized to resell the non-digital Products only in the ordinary course of business, but may not pledge them or use them as security. To secure its obligations, the Customer hereby assigns to the Seller all receivables arising from the resale of the Products to buyers or third parties, up to the total amount of the invoice (including VAT). This assignment is intended as security equivalent to the retention of title provided under Clause 8.1. The Customer shall retain the right to collect the assigned receivables, unless they fail to meet their payment obligations, are in payment default, insolvency proceedings are initiated against them, or they suspend payments. In such cases, the Seller may revoke the Customer’s right to collect the receivables and require the Customer to disclose the assigned receivables, provide the names of the debtors, issue a written notice of assignment, and provide all documents and information necessary to collect the receivables. This provision does not apply to consumers.

10.5 If the non-digital Products supplied by the Seller are combined or mixed with other movable goods in such a way as to form a single item, the Customer shall transfer to the Seller co-ownership of such item in proportion to the value of the Seller’s Products. To secure its obligations, the Customer hereby assigns to the Seller all receivables arising from the resale of items in which the Seller has co-ownership, up to the total amount of the invoice (including VAT), and the Seller hereby accepts such assignment. The provisions of Clause 8.4 shall apply. This provision does not apply to consumers.

10.6 If the non-digital Products supplied by the Seller are used by the Customer to manufacture a new product, resulting in the loss of the Seller’s original ownership, the Seller shall acquire co-ownership of the new product in proportion to the value of the supplied Products. The Customer hereby assigns to the Seller all receivables arising from the resale of the new product, up to the total amount of the invoice (including VAT). The provisions of Clause 8.4 shall apply. This provision does not apply to consumers.

10.7 If the security interests held by the Seller exceed the secured claim by more than 20%, the Seller shall be obliged, at the Customer’s request, to release the excess securities accordingly, according to the Seller’s discretion.

11.1 The provisions of this Clause 11 apply to contracts governed by Clauses 3.2, 3.3 a), and 3.3 c).

11.2 The limitation period for the Customer’s claims against the Seller regarding defects is one year from the transfer of risk, provided that the goods are newly manufactured or involve services. However, this limitation does not apply where longer periods are prescribed by applicable law, pursuant to § 438(1)(2) (buildings and items for buildings), § 445b(1) (right of recourse), and § 634a(1)(2) (building defects) of the German Civil Code. This provision does not apply to consumers.

11.3 For the supply of used products, any claims for defects are excluded, unless otherwise provided by law or specific agreement. This provision does not apply to consumers.

11.4 Any description of the Products, whether written or verbal, shall be understood solely as a specification of characteristics and not as a guarantee, warranted feature, or presumed usability under the contract. The Seller reserves the right to correct any obvious errors (e.g., typographical errors, calculation errors, formal inaccuracies) at any time in the information provided, documents, user manuals, quotations, or other materials published online or elsewhere. The Customer shall have no claim regarding the correction of such obvious errors.

11.5 For all deliveries made by the Seller, Customers acting as merchants are subject to the obligation to inspect and report defects pursuant to § 377 of the German Commercial Code. If the delivery is intended for a consumer through an intermediary, the obligation to report defects under commercial law applies without restriction. This provision does not apply to consumers.

11.6 If the Customer refuses delivery from the Seller for a reason unrelated to a substantial defect that significantly limits or prevents use, despite the Seller’s readiness to perform, the Customer shall be deemed in default of acceptance. Refusal of delivery for non-substantial defects is not permitted.

11.7 Warranty claims are excluded for defects arising from improper use, unauthorized modifications to system components, use of unsuitable organizational resources, use in a non-compliant software or hardware environment as specified in the license certificate, abnormal operating conditions, or attacks on the system by the Customer or third parties. If the Products are used together with third-party devices, warranty coverage for malfunctions or defects applies only if these would have occurred independently of the third-party devices or if compatibility with such devices was expressly guaranteed in the contract.

11.8 If the supply is defective, the Seller may, at its discretion, fulfill its obligations either by remedying the defect (repair) or by supplying a defect-free Product (replacement). In the event of replacement, the Customer must return the defective Products to the Seller upon request, in accordance with legal provisions. If the Customer is a consumer, this return obligation does not apply where the value of the Product cannot be reimbursed. The Customer must allow the Seller the necessary time and opportunity to perform the repair.

11.9 Costs relating to verification and subsequent performance, including transport, labor, and material costs, shall be borne by the Seller in accordance with legal provisions if a defect is confirmed. If the Customer makes an unjustified defect elimination claim, the Seller may request reimbursement for verification and repair costs, unless the Customer is not responsible for the incorrect claim. If subsequent performance fails, the Seller definitively refuses performance, or if one of the cases under § 323(2) of the German Civil Code occurs, the Customer may withdraw from the contract or demand a price reduction, without prejudice to any damage claims.

11.10 The Customer shall not have claims for defects in the case of insignificant deviations from the agreed quality, minor impairments to usability, normal wear and tear, or damage arising from improper storage, negligent use, unsuitable operating materials, or external influences not foreseen in the contract. If, following the failure of subsequent performance, the Customer is entitled to assert subsequent performance or other legal rights, the Seller may require the Customer to exercise these rights within a reasonable period. The Customer must communicate their decision in writing (e.g., via email, fax, or letter). Timely receipt of the communication by the Seller shall be decisive. If the Customer does not exercise their rights within the specified period, they may only do so after granting another deadline for performance that also fails. This provision does not apply to consumers.

11.11 The Customer’s rights of recourse against the Seller pursuant to § 445a of the German Civil Code exist only if the Customer has not entered into agreements with their buyers that provide for rights exceeding those provided by law. This provision does not apply to consumers.

11.12 The liability limitations and the shortening of limitation periods set out in this Clause shall not apply in cases of death, bodily injury, or damage to health caused by intent or negligence, gross negligence by the Seller, fraudulent concealment of a defect, fraudulent warranty of the Product’s characteristics, or in cases covered by the German Product Liability Act.

11.13 If the Seller provides updates (upgrades and updates), new program versions, or other new content under this contract, the provisions of this Clause 11 shall apply.

11.14 The provisions of this Clause 11 shall also apply to defects concerning the legal condition of the Product.

12.1 The provisions of this Clause 12 apply exclusively to contracts governed by Clause 3.3 b).

12.2 In the event of non-conformity defects, the Customer is entitled to the protections provided by law. The Customer is required to promptly notify the Seller of any non-conformity defects identified.

12.3 The Customer’s right to extraordinary termination for contractual use suitability pursuant to § 543(2) sentence 1 no. 1 of the German Civil Code is excluded. This exclusion does not apply if the defect was fraudulently concealed by the Seller or if the Customer fails to receive the goods on the agreed delivery date due to a delay attributable to the Seller.

12.4 The Customer may not assert claims or rights regarding defects of the Products if the software is used improperly or in ways other than those specified, if the Customer makes modifications or alterations to the software without prior written authorization from the Seller, or if issues and errors arise from use in a software or hardware environment not compliant with the requirements indicated in the license certificate. This exclusion does not apply if the Customer can prove that the defects are attributable to the software itself.

12.5 The Customer may not assert claims or rights regarding defects of the Products in the following cases:

• Insignificant deviations from the agreed characteristics;

• Negligible impairments to usability;

• Normal wear and tear of the Product;

• Damage resulting from incorrect or negligent handling or storage, the use of unsuitable operating resources, or other external causes not foreseen by the contract.

12.6 The exclusion of liability set forth in this Clause 12 does not apply in the following cases:

• Loss of life, bodily injury, or damage to health caused by intent or negligence;

• Breach of contractual obligations through intent or gross negligence;

• Fraudulent concealment of a defect in the Product;

• Fraudulent guarantee regarding the Product’s characteristics;

• Rights protected by the Product Liability Act.

12.7 If the Seller provides updates (upgrades and updates), new versions of programs, or other new content under this contract, the provisions of this Clause 12 shall apply.

12.8 For defects relating to the legal status of the Product, the provisions of this Clause 12 shall apply.

13.1 For breaches of obligations not related to defects of conformity or defects concerning the legal condition of the Product, as governed by Clauses 11 and 12, the Seller shall be liable in cases of intent or gross negligence by its corporate bodies or auxiliary agents. In addition, regardless of the degree of fault, the Seller shall be liable for damages resulting from loss of life, bodily injury, or damage to health.

13.2 The Seller shall also be liable in cases of slight negligence by its corporate bodies or auxiliary agents if the breach concerns impossibility of performance, delay in delivery, failure to comply with a guarantee, or breach of a material contractual obligation. Material contractual obligations are those whose proper performance is essential for the execution of the contract and on whose compliance the contracting party may reasonably rely. In such cases, the Seller’s liability shall be limited to the foreseeable, typical damage at the time the contract was concluded.

13.3 Any further liability of the Seller beyond what is provided for in Clauses 13.1 and 13.2 is excluded, regardless of the legal basis. This exclusion applies in particular to any claims arising from the breach of contractual obligations or tortious acts, except for claims arising from pre-contractual liability.

13.4 The Seller shall not be liable for any loss of data resulting from inspections, necessary repairs, or other service interventions. The Customer is required to adequately back up the data stored on devices or storage media and to ensure that such media do not contain sensitive data.

13.5 Any limitation of liability agreed with the Customer shall also apply to the Seller’s corporate bodies and auxiliary agents.

13.6 All rights under the applicable product liability laws shall remain unaffected.

14.1 Vouchers with a specific expiration date, distributed free of charge by the Seller as part of promotional campaigns and not purchasable by the Customer (hereinafter referred to as “Promotional Vouchers”), may be used exclusively in the Seller’s online shop within the indicated period.

14.2 Certain products may be excluded from the use of Promotional Vouchers. Any such limitations will be specified directly within the Promotional Voucher itself.

14.3 Promotional Vouchers can only be redeemed before completing the order process and cannot be applied retroactively.

14.4 Only one Promotional Voucher may be used per order.

14.5 The total value of the Products purchased must be at least equal to the value of the Promotional Voucher. No reimbursement will be provided for any difference in favor of the Customer.

14.6 If the value of the Promotional Voucher does not fully cover the total amount of the order, the remaining balance may be paid using one of the available payment methods in the Seller’s online shop.

14.7 The value of the Promotional Voucher cannot be exchanged for cash nor generate interest.

14.8 If the Customer exercises the right of withdrawal and returns, in whole or in part, the Products purchased using a Promotional Voucher, they shall not be entitled to a refund of the value of the Promotional Voucher.

14.9 Promotional Vouchers are transferable. The Seller may perform a discharging payment to the current holder of the Promotional Voucher who redeems it in the online shop, unless the Seller has knowledge, or grossly negligent ignorance, of the holder’s lack of authorization, incapacity to act, or absence of power of representation.

15.1 Definition of the Parties

This Agreement sets forth the terms and conditions for participation in the Affiliate Program entered into between Kelex Digital OU, hereinafter referred to as “Kelex Digital OU,” and the subscriber of this Agreement, hereinafter referred to as the “Affiliate.”

The Kelex Digital OU Affiliate Program is a commercial partnership agreement through which Kelex Digital OU grants Affiliates a commission on sales of products from the website www.kelexdigital.com, under the conditions specified below.

To join the Affiliate Program, the Affiliate must explicitly accept all the terms and conditions of this Agreement during the affiliate application process.

15.2 Enrollment Procedure

To participate in the Affiliate Program, applicants must complete the registration form available on the website www.kelexdigital.com.

Enrollment is free, and either party may terminate the agreement at any time without notice. Enrollment is restricted to individuals who are of legal age.

Kelex Digital OU reserves the right to evaluate and either accept or reject any application at its sole discretion. Applications will not be accepted from:

• Sites containing pornographic content;

• Sites that infringe copyright;

• Sites with racist or discriminatory content;

• Sites that incite violence;

• Sites promoting illegal activities;

• Sites violating moral, religious, or intellectual freedoms.

15.3 Affiliate Obligations

The Affiliate agrees to:

• Not modify the code of links or banners retrieved from the affiliate control panel;

• Not claim any rights over trademarks owned by Kelex Digital OU;

• Not promote the affiliate link through spamming or unauthorized commercial emails, under penalty of immediate termination of the agreement.

In case of violations, Kelex Digital OU may suspend the affiliate account and seek compensation for any damages suffered.

15.4 Kelex Digital OU Obligations

Kelex Digital OU agrees to:

• Provide detailed information about the services offered and the operation of the Affiliate Program;

• Provide a control panel to monitor orders, commissions, and statistics;

• Periodically update the control panel with accrued commissions and processed orders;

• Pay commissions on processed orders, calculated according to the agreed terms;

• Provide customer support for customers originating from the affiliate link regarding the products on sale.

15.5 Operating Procedures

To promote the products, the Affiliate must use the affiliate link available in their control panel. The choice of marketing strategies is at the Affiliate’s discretion.

15.6 Commission Recognition Rules

Kelex Digital OU grants a commission for every sale made through the affiliate link.

Commissions are calculated on processed orders, meaning those that are fully paid and not canceled within 60 days of payment.

The Affiliate Program operates with a 21-day cookie tracking system: the customer must complete a purchase within this period for the commission to be recognized.

No commissions will be granted for orders made by the Affiliate themselves or by individuals/companies related to them.

15.7 Product List

Sales prices and commissions may change without prior notice, according to Kelex Digital OU’s commercial policies.

15.8 Payment Methods

Commissions will be paid upon the Affiliate’s request, via PayPal, bank transfer, or any other methods available through Kelex Digital OU.

Payment will be made only after reaching a minimum balance of €50.00. Accrued commissions will be retained until the minimum balance is reached, without the accrual of interest.

To receive payment, the Affiliate must issue a regular invoice, receipt, or equivalent document. Payment will be made within 30 days of receipt of the invoice or receipt.

15.9 Duration of the Agreement

The Agreement comes into effect upon acceptance by Kelex Digital OU and remains in force indefinitely. Either party may terminate it without notice.

15.10 Limitation of Liability

Kelex Digital OU commits to ensuring the operation of its website, except in cases of force majeure or technical maintenance.

It will not be liable for service interruptions or data loss. Kelex Digital OU shall not be liable for any illegal conduct by Affiliates or for the content of affiliate websites.

15.11 Privacy Protection

Personal data collected from the Affiliate will be used exclusively for administrative purposes and for compliance with legal obligations.

All data will be processed in accordance with current privacy regulations, pursuant to Article 13 of Legislative Decree No. 196/2003.

15.12 Amendments and Changes to the Agreement

Kelex Digital OU reserves the right to amend the terms and conditions of this Agreement at any time, by notifying the Affiliate via email.

The Affiliate has 15 days to withdraw from the agreement by notifying via fax or email. After this period, the amendments shall be deemed accepted.

15.13 Final Provisions

The Affiliate is required to fully comply with this Agreement. Any violation will result in the immediate termination of the collaboration and may be reported to the competent authorities.

The Affiliate declares to provide truthful information during registration and to accept the conditions of the Affiliate Program.

By registering, the Affiliate consents to the processing of their personal data in accordance with Article 13 of Legislative Decree No. 196/2003.

The Affiliate confirms that they are of legal age and assume all responsibility arising from the acceptance of this Agreement.

16.1 The contracting party may assign to third parties the rights and claims arising from the contractual relationship only with the prior written consent of Kelex Digital OU.

16.2 The invalidity of any contractual clause shall not affect the validity of the remaining clauses of the contract. The invalid clause shall be replaced by another provision that most closely reflects the economic intent of the contract. The same principle shall apply in the event of any contractual gaps.

16.3 This contract shall be governed exclusively by Estonian law, excluding the United Nations Convention on Contracts for the International Sale of Goods and any references to private international law or procedural law. For consumers, this choice of law applies only insofar as the protection afforded is not withdrawn due to mandatory provisions of the law of the state in which the consumer has their habitual residence.

16.4 The exclusive place of jurisdiction for any disputes arising from or related to contracts governed by these General Terms and Conditions of Sale shall be the location of Kelex Digital OU’s registered office. However, Kelex Digital OU shall also be entitled to take legal action against the Customer at any other court having jurisdiction. This provision does not apply to consumers.

16.5 The European Commission provides a platform for online dispute resolution (ODR) accessible at the following link:
🔗 https://ec.europa.eu/consumers/odr

This platform serves as a point of entry for the out-of-court settlement of disputes relating to online purchases or services involving a consumer. Kelex Digital OU is not obligated to participate in dispute resolution proceedings before a European Consumer Centre but generally declares its willingness to do so. All other provisions of this Clause 16 remain unaffected.