These Terms of Sale (the "Sale Terms") govern the purchase and use of paid plans and credits for the Stateward Services, supplied by Yggdrasil Digital ("Stateward", "we", "us"). They supplement our Terms of Use, which apply in full. In case of conflict on a commercial matter (price, payment, credits, refunds), these Sale Terms prevail.
The Services are sold to professionals acting for purposes relating to their trade, business or profession (B2B). Specific provisions for consumers are set out in Section 9.
1. Credits and Plans
The Services are metered in credits. Credits are consumed when you run analyses and use features, at the rates published in the product and on our pricing page. We may offer different plans (including a free plan, prepaid credit packs, and subscriptions). The features, limits and credit rates of each plan are described in the product at the time of purchase and may evolve as described below.
Credits:
- are prepaid and denominated in US dollars (USD);
- have no monetary value outside the Services, cannot be exchanged for cash, and are not transferable except as we expressly permit;
- expire twelve (12) months after purchase unless a different validity is stated at purchase, after which unused credits lapse without refund;
- are consumed in the order that protects you best (free or promotional credits first, then the earliest-expiring purchased credits).
2. Prices, Taxes and Currency
Prices are those displayed at the time of your order, in USD, exclusive of taxes. You are responsible for any applicable VAT, sales, use, withholding or similar taxes.
- For business customers in the European Union outside France who provide a valid intra-EU VAT number, the reverse charge mechanism applies.
- For business customers outside the EU, supplies are generally outside the scope of French VAT.
- For customers in France, or EU customers without a valid VAT number, applicable French VAT is added.
3. Orders and Payment
Orders are placed through the product (self-service) or under a separate order form (for larger plans). An order is firm once confirmed by us and, for prepaid credits, once payment is received.
Payment is made by the means offered in the product (card, and for invoiced plans, bank transfer). Unless an order form states otherwise, invoices are payable within thirty (30) days of the invoice date.
In accordance with Articles L441-10 and D441-5 of the French Commercial Code, any sum unpaid by its due date automatically gives rise, without prior reminder, to late-payment penalties at three (3) times the legal interest rate, plus a fixed recovery indemnity of forty euros (€40) per invoice (and reasonable additional compensation where recovery costs exceed that amount). We may also suspend the Services for non-payment.
4. Free Plan and Free Credits
We may offer a free plan and free or promotional credits (for example, free credits on sign-up, or credits allocated to open-source usage). These are provided free of charge, at our discretion, and without warranty.
Because they are gratuitous:
- free plans and free credits have no monetary value, are non-refundable, and are not exchangeable for cash;
- we may set, change, limit, condition, suspend, reduce or withdraw any free plan or free credits, in whole or in part, at any time, including by introducing or lowering usage limits, capping eligible repositories, or ending an offer;
- we may determine and verify eligibility for free or discounted usage (including open-source eligibility), and withdraw it where conditions are no longer met or where use is abusive.
Fairness commitment. Where a change would materially and adversely affect active free-plan users, we will give reasonable prior notice (normally at least thirty (30) days) by email or in-product, so you can decide whether to upgrade or export your data before the change takes effect. We will not retroactively cancel free credits that you have already validly earned and that have not expired, except in case of abuse, fraud, or breach of the Terms of Use.
Nothing in this Section entitles you to compensation for the modification or withdrawal of a free or promotional benefit.
5. Changes to Prices and Credit Rates
We may change our prices, plans and the credit rates at which features consume credits.
- Price changes are not retroactive: they apply to credits and orders placed after the change takes effect and do not affect credits you have already purchased.
- A change to the credit rate of a feature (how many credits an action consumes) applies to usage after it takes effect; we will publish current rates in the product.
- For subscriptions, a price change applies at the next renewal, and we will notify you at least thirty (30) days before the renewal date. If you do not accept the new price, you may decline renewal (or stop purchasing credits) before it applies; continuing to use the paid Services after the effective date constitutes acceptance.
These mechanics are designed to let us evolve pricing fairly while protecting what you have already bought.
6. Term, Renewal and Cancellation
Prepaid credits have no fixed term beyond their validity period (Section 1). Subscriptions run for the period stated at purchase and, unless stated otherwise, renew automatically for successive equal periods. You may cancel renewal at any time before the end of the current period through the product; cancellation stops future renewals and takes effect at the end of the paid period. We may decline to renew, or discontinue a plan, on reasonable prior notice.
7. Refunds
Except where required by law (see Section 9) or expressly agreed in writing:
- payments and prepaid credits are non-refundable, including for unused or expired credits;
- we do not provide refunds for periods during which the Services were available but unused.
If we discontinue a paid plan you have prepaid, or terminate your account without cause, we will refund the unused, unexpired, purchased portion on a pro-rata basis. This does not apply to free or promotional credits.
8. Service Levels and Availability
Unless a separate service-level agreement (SLA) is signed, the Services are provided on a commercially reasonable-efforts basis without a guaranteed uptime. Credits consumed by analyses that completed are not refunded for subsequent dissatisfaction with findings, subject to the warranty disclaimer in the Terms of Use.
9. Consumers
If, exceptionally, you purchase as a consumer (a natural person acting outside any professional activity), the following mandatory protections apply.
Right of withdrawal. You normally have fourteen (14) days to withdraw from a distance contract (Article L221-18 of the French Consumer Code). However, by purchasing and using a paid digital service that begins immediately, you expressly request that performance begin before the end of the withdrawal period and acknowledge that you thereby lose your right of withdrawal once the service is fully performed, and that for partial performance you will pay for what has been provided (Articles L221-25 and L221-28). You confirm this when you place the order.
Legal guarantees. You benefit from the legal guarantee of conformity (Articles L217-3 et seq. of the Consumer Code) and the guarantee against hidden defects (Articles 1641 et seq. of the Civil Code), which are unaffected by the warranty disclaimer in the Terms of Use.
Consumer mediation. In case of an unresolved dispute, a consumer may resort to mediation free of charge. You may also use the EU Online Dispute Resolution platform.
The liability limitations in the Terms of Use apply to consumers only to the extent permitted by mandatory consumer law.
10. Limitation of Liability; Governing Law
The limitation of liability, governing law (French law) and jurisdiction (courts of Toulouse) set out in Sections 10 and 14 of the Terms of Use apply to these Sale Terms.
For any billing question: hello@stateward.com.