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Definitions
To allow a full understanding and acceptance of these terms and conditions, the following terms shall have the meanings as indicated below and it should be stated that the same meaning refers both to singular and plural uses:
- Ovation:
Ovation S.r.l., with registered office in Via Bernardo Quaranta 45, 20139 Milano, Italy, VAT No. IT04331280273, REA MI2661115, share capital 10.000 €, e-mail address info@dynamic.ooo;
- Application:
the software and plugins offered by Ovation;
- Services:
the services offered in support of the Application;
- User:
the person or company accessing purchasing the Application and the Services;
- Consumer:
any natural person who acts for purposes other than the entrepreneurial, business, handicrafts or professional activity performed;
- Conditions:
the present agreement which regulates the relationship between Ovation and the Users.
- Site:
each single installation of WordPress that utilizes the Applications and the Services. This definition is employed for the purpose of determining the licenses and the number of authorized installations as specified on the pricing page. In a WordPress Multisite environment, each subsite is considered a distinct “site”.
- Software Updates:
new releases of the same software product with substantially similar or improved features, under the same name. Ovation may declare that a new product with a new name is a successor of another product, therefore the new product will be an update, even if the previous product is still available under the old name.
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Negotiation, signing and applicability of the Conditions
The Services purchase contract is concluded by correctly filling out and by submitting the order form. The form shows the data relative to the ordering party and the order, the price of the Services purchased, and any other accessory charges, the manner and terms of payment, and indicating the Purchaser’s right of withdrawal and the consent for the processing of personal data.When Ovation receives an order from the User, Ovation shall send a confirmation e-mail or shall forward the User to a web page that specifies the order, which can be printed, also showing the data indicated in the paragraph above.
The Conditions shall not be binding upon the parties in case of failure to fulfill the aforesaid obligations.
Ovation shall modify or update, in whole or in part, these Conditions. The User acknowledges that any changes to these Conditions shall apply to the orders sent by the Users after the date of notice of the changes to the Conditions. Thus, the User is invited to examine the Conditions upon every access to the Services and it is advisable to print a copy of the Conditions for future reference.
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Registration
In order to use some features of the Application and of the Services, Users shall register by providing, in a truthful and exhaustive manner, all the information requested in the relevant registration form and accept, in their entirety, both the privacy policy (https://www.dynamic.ooo/en/privacy-policy/) and these Terms. The User is responsible for keeping login credentials secure.It shall be understood that under no circumstances Ovation may be responsible for any loss, disclosure, theft or unauthorized use by third parties, for whatever reason, of Users credentials.
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Account cancellation and closing
In case of violation by the User of these Terms or the applicable legal provisions, Ovation has the right to suspend or cancel the User’s account at any time and without notice and to suspend or terminate the use of the Application and of the Services. In the event of account cancellation due to such violations, no refunds will be provided for any services or products purchased.
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Purchases
According to Article 3, paragraph I, sub-paragraph a) of Legislative Decree 206/2005 (the “Consumer Code”), Consumers are defined as natural persons who, in the purchase of the Services, act for purposes not related to commercial activities. Natural persons may only purchase the Services if they have reached the age of eighteen. Ovation undertakes to describe and to present the Services and the Application to the best of its abilities. Nonetheless, some mistakes, inaccuracies or minor differences may occur.
In addition, any picture of the Application and of the Services which may be found on the purchasing website does not constitute a contractual element, but merely provides a visual representation of the Application and of the Services.
The User expressly confers to Ovation the right to accept the order only in part (for example if not all of the ordered Applications and Services are available). In this case, the contract will only be completed with regard to the Applications and Services which are actually sold.
Ovation has the right to refuse an order:
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- when the Application or Service is not available;
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- when it is denied the authorization to charge the User with the cost of the Application or of the Service;
- when, at the time of purchase, the price displayed is obviously incorrect and is recognisable as such. In such case, the User will be contacted by the Customer Service to be informed of the situation and will be refunded the amount charged.
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Prices, payments and delivery of the Services
Ovation retains the right to change, at any time, the price and characteristics of the Application and of the Services. It shall be understood that any changes will not apply to contracts already concluded before such modifications. All prices are exclusive of VAT. VAT is only applied to European customers who do not have a VAT number registered with VIES and to all Italian customers, as we invoice from Italy. The User undertakes to pay the price in the times and methods indicated at the time of purchase and to communicate all the necessary data. The purchasing process makes use of payment services provided by third-party and Ovation does not receive nor process any payment details provided by Users (credit card number, name of cardholder, pin, etc.). In the event that the above third-party payment services refuse to authorize a payment, the purchasing order will be also refused.
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VAT Adjustment and Pre-Authorization of Payments
The user agrees that in the event of a change of country of residence or business locality the VAT rate will be automatically adjusted in accordance with the legislation in force in the new country without further communication. The user authorizes Ovation to modify the pre-authorized subscription amount to reflect any change in the VAT rate. Ovation is authorized to make these adjustments and to charge the corresponding amount without the need for further approvals or notifications to the user. However, the user will be informed of the price variation in the billing following the adjustment. The user is responsible for keeping their locality information up to date through the website or other means provided by Ovation. Ovation is not responsible for any billing discrepancies due to outdated or inaccurate information provided by the user. This authorization remains in effect until the conclusion of the service or until the user expressly revokes such consent in accordance with the terms of service.
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Billing
Users will be required to provide their billing information. The invoice will be issued according to the information provided by the User, which the User declares and warrants to be truthful. Once issued, invoices cannot be modified or altered in any way. In the event that the billing data provided contains characters that are not in the Latin alphabet, we reserve the right to transliterate these characters in order to ensure correct data processing.
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Updates and Verification of Billing Information
Ovation reserves the right to refuse changes to billing information or to request additional information if such changes are substantial and could affect the contractual conditions or Ovation’s tax obligations. Ovation may, at its own discretion, suspend the issuance of invoices or the provision of services until satisfactory verification of the new billing information is completed.
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Split Payment for Italian Companies
Companies subject to split payment in Italy must contact us prior to placing an order, as our current billing system does not automatically handle split payment. Ovation reserves the right to refuse service to split payment companies.
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Subscription
The Application and the Services are subscription-based. The commencement of payments for these subscriptions will begin on the date specified at the time of the subscription agreement. Subscriptions are subject to automatic renewal for the User’s convenience in order to avoid interruption of services. Upon renewal, the subscription will be extended for an additional term equal to the original subscription period. Users have the right to cancel the automatic renewal feature at any time through the Account Area on the Ovation website. Expired subscriptions can be renewed under the same original conditions within a time window of 30 days from the expiry date. After that, the User must purchase a new Application or Service. It is possible to upgrade between subscriptions of the same Application and Service by paying the difference of price. Downgrading is not possible. Subscriptions may have a quantity purchase limit per single order to prevent the erroneous multiple purchases of subscriptions by a user. This measure is intended to prevent confusion and ensure that each user purchases only the subscription necessary for their use.
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Access and Modification Restrictions for Invalid or Expired Subscriptions
In the event that a subscription to an Application or Service is expired, or the credentials used to prove the purchase are not entered correctly, or they are deemed invalid, the user’s access to Applications or Services, and/or ability to make modifications to Application may be entirely restricted. This restriction will not affect the operational functionality on the front-end of the user’s site but will prevent any alterations to the Application’s or Service’s settings or features. To retain full access, including the ability to modify settings and receive updates and support, users must ensure their subscription is valid and active.
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Payment and Subscription Continuity
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Credit Card Expiry, Insufficient Funds, and Payment Failure
The expiry of a credit card, insufficient funds, or failure to make a payment does not constitute the cancellation of the subscription services provided by Ovation S.r.l. If a payment is missed due to insufficient funds, an expired credit card, or any other reason, the subscription will remain active and will be automatically reactivated once the funds become available or the payment method is updated and reauthorized.
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Automatic Reactivation
In cases where a user’s credit card is reactivated or sufficient funds are provided after a missed payment, the subscription will automatically resume, and the due amount will be charged without further notification. Users are responsible for ensuring that their payment methods are up to date and have sufficient funds to cover subscription fees.
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Cancellation of Subscription
The only way to cancel the subscription is by explicitly terminating it through the user’s account area on the Ovation website. Users must actively cancel their subscription to stop the recurring charges. Simply allowing the credit card to expire, failing to maintain sufficient funds, or missing a payment will not cancel the subscription.
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Lifetime Licenses
The Lifetime Licenses offered by Ovation guarantee perpetual access to updated versions of the software for the entire lifespan of the Application. This means that users with a Lifetime License can continue to update the Application whenever new versions are released.
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Technical Support
Technical support for Lifetime Licenses is limited to a period of 1 year from the date of purchase. After the support period ends, the user will not be entitled to further technical support but can still continue to update the software. However, technical support for subsequent years will be available for a fee, according to the offers available on the website.
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Specific Terms for Lifetime Licenses
- Update Duration: Software updates will be available for the entire lifespan of the Application.
- Support Period: Technical support is included for 1 year from the date of purchase.
- Renewal Support: Technical support for subsequent years is available for a fee, which may vary according to the offers available on the Ovation website. Renewal Support is a subscription subject to the same conditions outlined in the Subscriptions section. Users must purchase Renewal Support before the previous support period expires to ensure continuous support. If there are gaps in the support period, users must pay for the lapsed period based on the current value of the support fee before they can continue with Renewal Support.
- Exclusions: After the first year, technical support will no longer be provided, although the right to software updates remains intact.
- Product Changes: Ovation reserves the right to modify, update, or cease development of the product at any time. In such cases, users with a Lifetime License will receive updates until the end of the product’s lifespan, but not beyond.
- Availability: Lifetime Licenses may not be available at all times. Their availability is subject to change and may be limited to specific periods.
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Support Services
Ovation is committed to providing comprehensive support for its products and strives to provide this support as effectively as possible.
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Response Times
Ovation aims to provide an initial response to all support tickets within two business days; however, this timeframe should be considered an estimate and not a binding contractual obligation. For the definition of business days, we take into account only Monday through Friday, from 9:00 AM to 1:00 PM and from 2:00 PM to 6:00 PM, Italian time. Although these are our standard operating hours, responses may occasionally be provided outside of these times at Ovation’s discretion. Depending on the complexity of the issue, Ovation’s support team may require additional time for a thorough investigation. In such cases, the team will strive to respond as promptly as possible once a resolution has been found or the cause of the issue has been determined.
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Language
Primary support services are provided in English. While Ovation’s support team may include members who are proficient in other languages, communication in languages other than English is subject to staff availability and cannot be guaranteed. Users are encouraged to submit their requests in English to ensure the fastest possible response time.
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How to Submit a Support Request
To submit a support request, please use the designated form on the specified page and include only one question per conversation. Ovation encourages users to provide comprehensive information to facilitate an understanding of their queries or concerns. If an issue is complex or difficult to describe, users are requested to include screenshots or a short video where possible. Assistance and support are provided exclusively through the registered email address used by the user to create an account on our services. Users are required to use this email address for any communication related to assistance or support. This ensures that all support requests are authenticated and handled securely. It is the user’s responsibility to ensure that the provided email address is correct, secure, and accessible, and is maintained throughout the duration of the Service. Furthermore, if a developer or a representative working on behalf of another entity, which holds a license purchased from us, direct support is not extended to third parties. In some cases we may make use of artificial intelligence-based assistance systems to provide immediate answers. Please note that, despite our care in ensuring the reliability of AI, there may be cases where incorrect information is provided. We accept no liability for the consequences of such incorrect information.
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What Support Includes
Ovation’s support team is equipped to assist users with:
- Assistance with purchasing the software
- License key issues
- Help with software installation
- Guidance on general use and features of the products
- Identifying and addressing potential bugs in the software, with the understanding that not all bugs may be resolvable
- Attempting to resolve issues caused by the software on the user’s site, with the caveat that some issues may not be solvable. In such instances, the support team will make every effort to diagnose the problem and provide guidance on potential solutions or workarounds
- Collecting feedback for software improvement
- Security inquiries
- Integration assistance with specified plugins (e.g., Advanced Custom Fields, WPML, WooCommerce, Search&Filter Pro, Toolset, Pods), which involves guidance and troubleshooting rather than performing integration tasks on behalf of the user
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Support Restrictions
- Ovation’s support team does not provide custom coding, individual customizations, or personalized consulting services. This includes, but is not limited to, replicating the design or functionality of another site, implementing third-party tools, or making Application modifications.
- Ovation will not provide support for websites containing material that may be deemed of an indecent nature or which are considered unlawful under any of the European Economic Area countries, Switzerland, and Liechtenstein laws, including but not limited to the content of an explicit sexual nature, sale of illegal materials, messages promoting hate, racism, and any other content that Ovation, at its sole discretion and in order to protect its employees and reputation, considers inappropriate or harmful. In the event of a violation of this policy, Ovation reserves the right to refuse assistance and, if deemed necessary, to terminate the user’s account without notice.
- Assistance is limited to a maximum of 3 conversations per day per customer on different topics.
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Right of withdrawal concerning digital services and legal guarantee
A Consumer who, for whatever reason has the right to withdraw from the contract within a period of 30 days from the day purchase or when they have received the required credentials, if later, by sending a written communication to the email address refund@dynamic.ooo, specifying any reference needed to identify the purchase.
In order to process a refund, the user must provide all requested information accurately: Order ID and email address associated with the order. If the user does not provide complete and correct information, the refund procedure may not be possible. It is the user’s responsibility to ensure that the refund request is submitted with accurate details to enable us to locate the corresponding order and process the refund. In case of withdrawal within the above notice period, Ovation will refund the Consumer with all the payments received by the latter, without undue delay, and in no circumstances later than 30 days after the withdrawal notice by the User.
Ovation will refund the User using the same payment method used by the latter for the online purchase. The Customer won’t incur any expenses when returning the item. Refunds do not apply for upgrades or subscription renewals. Ovation reminds that a Consumer benefits from a statutory warranty for defects and malfunctioning for two years from the purchase.
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Optional form for enforcing the right of withdrawal
Optionally, a Consumer may withdraw from the Contract by completing the following form, which must be sent to the email address refund@dynamic.ooo or through ordinary mail at the following address Ovation S.r.l., Via Bernardo Quaranta 45, 20139 Milano, Italy, before the expiration of the withdrawal period:
I hereby communicate the withdrawal from the purchase contract of the following services __________
Order number:_______
Order date: _______
Name and surname: _______
Address: ______
E-mail address associated with the account from which the order was made: ____________________
Date: __________
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Express Termination Clause
Ovation reserves the right to terminate this contract with immediate effect in the event of a breach by the user of essential contractual obligations. Such breaches include, but are not limited to, the provision of false or inaccurate billing information, violations of fiscal regulations due to incorrect legal data, or offensive or inappropriate behavior towards staff during technical support or other interactions. In the event of termination for such reasons, Ovation will notify the user of the contract termination and, where appropriate, will provide a refund for the unused portion of the subscription starting from the effective date of termination.
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Download Eligibility Post-License Expiration
Once a subscription has expired, the right to download the software, including any versions that were available during the active subscription period, is forfeited. Users will not be entitled to download the software or access any previously available versions post-license expiration. To maintain access to downloads, users are required to keep their subscription active.
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Industrial and intellectual property rights
Ovation declares to be Owner and/or licensee of all intellectual property rights related and/or referring to the Application and/or the materials and Contents available on the Application. These Terms do not grant the User any license to use the Application and/or the individual Contents and/or the materials available therein except for the Applications and services actually subscribed by the user and limited to the quantities thereby purchased. All trademarks, names and figurative or other signs, trade names, service marks, wordmarks, trade names, pictures, images, and logos appearing on the Application are and remain the exclusive property of Ovation, or its licensors, and are protected by applicable trademark laws and relevant international treaties. Any attempt to reproduce the explanatory texts and contents included in the Application, if not authorized, will be considered as a violation of the industrial and intellectual property right of Ovation.
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Exclusion of warranty
The Application is provided “as is” and “as available” and Ovation does not provide any express or implied warranty in relation to the Application, nor provides any guarantee that the Application will meet the needs of Users, or that it will work without interruption, free of any error or virus or bug. Ovation will work to ensure that the Application will be available 24 hours a day without interruptions, but may never be held liable if, for any reason, the Application may not be available and / or not operative at any moment or period in time. Access to the Application may be temporarily suspended and without notice in case of a system failure, maintenance or repair works or for reasons totally beyond Ovation’s control or due to causes of force majeure.
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Limitation of Liability
Ovation shall not be responsible towards the User, except for willful acts or gross negligence and in case of personal injuries and death. The User agrees to indemnify and hold harmless Ovation (as well as any company or subsidiary, including its representatives, associates, consultants, directors, agents, licensees, partners, and employees) from any obligation or responsibility, including any legal expenses incurred for trial defense, that may arise from damage caused to other Users or third parties, concerning any Content uploaded online, any violation of the law or any terms of the present Terms. Therefore, Ovation shall not be liable for:
- any losses that are not a direct consequence of a breach of the contract by Ovation;
- any loss of business opportunity and any other loss, either direct or indirect, which may be incurred by the User (such as, but not limited to, trading losses, loss of revenue, income, profits or anticipated savings, loss of business contracts or relationships, loss of reputation or goodwill, etc.);
- incorrect or unsuitable use of the Application by Users or third parties;
- the issuing of false tax documents due to mistaken details provided by the User, the latter having exclusive responsibility for the correct entry of such details.
Under no circumstances Ovation will be liable for an amount exceeding twice the cost paid by the User.
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Non-Transferability of Contract
This is a contract for services, and therefore, it is personal to the user who has entered into it and may not be transferred, assigned, or otherwise made available to any third party without the prior written consent of Ovation. Ovation reserves the right to verify the identity of the contract holder at any time to ensure that there have been no unauthorized changes.
In the event that Ovation detects a change in the ownership of the contract without its consent, Ovation reserves the right to terminate the contract, suspend services, and/or request explanations and, where appropriate, compensation for any damages incurred. The user undertakes to immediately inform Ovation of any change in billing information or ownership of the contract. Such changes will be recognized and accepted for the purposes of this contract only after written consent from Ovation.
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Severability
If any of the provisions contained herein shall result unlawful or invalid, it will not be considered anymore as part of the Terms, without affecting the enforceability of the remaining provisions, which will continue to be valid to the fullest extent permitted by law.
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Governing Language
The governing language of these Terms is English. In the event of any disputes or discrepancies between the English version of the Terms and any translation, the English version shall prevail.
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Privacy
The protection and processing of personal data will be pursued in accordance with the Privacy Policy, which can be found on the following page https://www.dynamic.ooo/en/privacy-policy/.
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Governing Law and Place of Jurisdiction
These Terms and any dispute concerning the interpretation, performance, validity of this contract shall be submitted to the exclusive jurisdiction of the Court where Ovation has its registered office. This Agreement is subject to the laws of Switzerland. If the User is a Consumer as defined under Article 3 of the Consumer Code, the judge of the place of residence or domicile of the Consumer, if located in the territory of the Italian State, has mandatory territorial jurisdiction, with no prejudice to the consumer User’s option to bring proceedings in the place where Ovation has its registered office.
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Online dispute resolution for consumers and complaints
Any Consumer who resides in Europe must be aware that the European Commission has set up an online platform that provides an alternative dispute resolution tool. This tool can be used by Consumers to solve, via a non-judicial route, any dispute relating to and/or arising from contracts of sale of goods and services entered into online. As a result, Consumers may use the aforementioned platform for the resolution of any dispute arising from the online contract entered into with Ovation. The platform is available at the following link: http://ec.europa.eu/consumers/odr/.
A complaint can also be lodged directly to Ovation via help@dynamic.ooo.
