Regulamin

This is a courtesy translation. The German version at mrupsell.com/de/terms is legally binding.

1. Scope

These terms of service ("Terms") govern the use of the MrUpsell hub (mrupsell.com), the MrUpsell WooCommerce plugin and the MrUpsell Shopify app (together the "Service") by merchants ("you"). The provider is FM2 network GmbH, Heuweg 10, 8041 Graz, Austria ("MrUpsell", "we"). The Service is offered exclusively to businesses within the meaning of § 1 Austrian Consumer Protection Act (KSchG) and § 1 Austrian Commercial Code (UGB). Deviating terms of the merchant do not become part of the contract even if we do not expressly object to them.

2. The Service

MrUpsell shows a shop's customers time-limited additional offers ("upsells") on the order confirmation page after checkout, which are charged with one click via the payment method the customer has already authorised. You configure rules, offers and design in the plugin or app; the hub provides the merchant dashboard, billing, statistics and updates. We continuously develop the Service and may change or add features as long as its core remains intact.

3. Account and connected shops

A MrUpsell account is required. WooCommerce shops are connected from the plugin with one click, Shopify stores automatically when the app is installed; the number of shops is not limited. You are responsible for keeping your credentials and the secrets issued to your shops confidential and are liable for all actions taken through your account. You warrant that the details provided at registration, in particular your billing details, are correct and complete.

4. Fees and billing

There is no base fee and no subscription. MrUpsell receives a revenue share of 3 % of the net upsell revenue generated through the Service. Net upsell revenue is the sum of upsell orders accepted through MrUpsell (including VAT and shipping paid by the end customer for the upsell order) minus amounts refunded to end customers. For WooCommerce shops:

• Billing takes place weekly, every Monday for the previous week, by invoice through our payment provider Stripe and automatic charge to the payment method saved in the dashboard (card or PayPal).
• A valid payment method is a prerequisite for offers being shown. Without a saved payment method no upsells are displayed. If the payment method is removed or a charge finally fails, we may suspend offer delivery until payment is received.
• Invoice amounts below 1 € are carried over to the following billing period. Refunds made after invoicing are credited on the next invoice.
• All fees are exclusive of statutory VAT. Merchants established in Austria, and merchants in other EU member states without a valid VAT ID saved in the dashboard, are charged Austrian VAT (currently 20 %). For merchants in other EU member states with a valid VAT ID the tax liability shifts to the recipient (reverse charge, Art. 196 EU VAT Directive). Merchants outside the EU are invoiced without Austrian VAT.
• Invoices are provided electronically in the dashboard and sent to the billing email; you agree to electronic invoicing.

For Shopify stores the revenue share is billed as a usage-based charge through Shopify Billing under the terms approved at installation; Shopify issues the invoice.

Billing is based on the upsell orders reported by the plugin or by Shopify. You must not prevent or manipulate this reporting. In case of breach we may estimate the revenue share from other available data, bill it retroactively and suspend access. Objections to an invoice must be raised in writing within 14 days of receipt; otherwise the invoice is deemed accepted. In case of late payment the statutory default interest under § 456 UGB applies.

5. Your obligations

• You alone are responsible for the legality of your offers, prices, product information and communication with your customers, in particular under consumer protection, distance selling, price labelling and tax law.
• You ensure that charging upsells via your customers' existing payment session is permitted under the terms of your payment provider and that your customers are clearly informed about price and payment obligation before accepting an offer.
• You comply with the terms of WooCommerce, WordPress, Shopify, Stripe, PayPal and your other service providers.
• You do not use the Service for unlawful, misleading or immoral offers and do not interfere with the security or integrity of the Service.

6. Availability, support and changes

We strive for high availability of the hub but do not owe a specific availability level. Maintenance is announced where possible. The plugin keeps working with the last confirmed status while the hub is temporarily unreachable. Support is provided by email to info@mrupsell.com during regular business hours. We may develop the Service further, change individual features and provide plugin or app updates; you are responsible for installing updates promptly.

7. Licence

For the term of the contract you receive a non-exclusive, non-transferable right to use the plugin or app in your shops. The WooCommerce plugin is provided under the GPL v2 or later to the extent required by WordPress; this does not affect the fees for using the hub. All rights in the MrUpsell brand, the hub and its content remain with us.

8. Warranty and liability

The Service is provided as is. We are liable without limitation for damage caused by intent or gross negligence and for personal injury. In case of slight negligence we are only liable for breach of essential contractual obligations, limited to the total fees you paid us in the twelve months preceding the event, and in any case to at most 10 000 €. Liability for lost profit, indirect or consequential damage and data loss is excluded in case of slight negligence. We are not liable for chargebacks, disputes or fees of your payment provider in connection with upsell orders. Mandatory statutory liability remains unaffected.

9. Data protection

The processing of personal data is described in our privacy policy. MrUpsell does not receive personal data of your end customers; should processing on your behalf become necessary in an individual case, we will conclude a data processing agreement under Art. 28 GDPR on request.

10. Term and termination

The contract runs for an indefinite period. You can end it at any time by disconnecting your shops, deactivating the plugin or uninstalling the app, or deleting your account. Fees accrued up to termination remain payable and are collected with the next billing run. We may terminate with 30 days' notice and may suspend access with immediate effect in case of serious breaches of these Terms, in particular manipulation of revenue reporting or late payment despite a reminder.

11. Changes to these Terms

We may change these Terms with effect for the future, in particular when the legal situation, the scope of the Service or the billing model changes. Changes are announced by email at least 30 days before they take effect. If you do not object within that period or continue to use the Service after the effective date, the changed Terms are deemed accepted; we will point this out in the announcement.

12. Final provisions

Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the competent court in Graz, Austria. The place of performance is Graz. Should individual provisions of these Terms be invalid, the validity of the remaining provisions is unaffected; the invalid provision is replaced by the legally permissible provision that comes closest to its economic purpose. In case of discrepancies between the German and the English version of these Terms, the German version prevails.