makion.dev · Version 1.0-launch-minimum · Effective 2026-08-16
This document is not a standalone set of sale terms. It records the pre-contract information and product characteristics presented before payment. Under Art. 6(5) of Directive 2011/83/EU, mandatory pre-contract information becomes part of the distance contract and cannot be altered without express agreement. Where an order-specific disclosure conflicts with a general product description in the EULA, the order-specific disclosure controls as to the SKU, price, licence scope and update-window dates, subject to the Paddle Buyer Terms on the Transaction (EULA §21.2). It must never describe Makion as the seller.
The split it sits inside:
Defined terms are those in EULA §0, which reproduces word-for-word (plus the Commercial/Mandatory Update split).
Current model: Paddle is the seller/Merchant of Record; Makion is the Supplier. There is no Art. 16(1)(m) waiver and no withdrawal-consent control — a full 14-day refund is granted on every SKU (Refund Policy §3.1.1). The only checkout artefact that survives is the renewal disclosure (§4) — a disclosure, not a waiver of any right.
1.1 Makion is published by Eduard Kibkalo, an individual registered in Ukraine as a ФОП ("Licensor"). Licence terms are in EULA.
1.2 Purchases made through the online checkout are sold by Paddle as Merchant of Record. Under Paddle's own terms Paddle is contractually a non-exclusive reseller, not a payment agent (Paddle MSA cl. 2.1), which means Paddle, not Licensor, is the legal seller to the customer, and Paddle collects and remits VAT. The sale itself — payment, VAT, refund processing, billing — is governed by the Paddle Buyer Terms, not by this document. This document only discloses what is sold and on what product characteristics.
Under the geofence the single operative buyer-facing seller entity is Paddle.com Market Limited (England & Wales, 8172165), so the seller can be named correctly on this page. Do not conflate the buyer-facing entity with Makion's Supplier-side counterparties. Four distinct roles exist: (i) the buyer's seller entity (above); (ii) Makion's Supplier MSA counterparty — for a Ukrainian ФОП, non-US sales map to Paddle.com Market Ltd (the Paddle Payments Ltd. route is for UK-VAT suppliers, which Makion is not); (iii) the self-billing / reverse-invoice issuer; (iv) the wire sending entity — the MSA permits delegation of self-billing and payment to an affiliate, so (iii) and (iv) may differ from (i) and (ii).
Pre-launch: written confirmation from Paddle, or a stored copy of the current Paddle Buyer Terms, should be obtained before launch (§13).
1.3 Resellers. There is no reseller channel in this launch. Every sale is made through the online checkout.
1.4 Enterprise, team, multi-Development-System and site-wide purchases are not sold through this checkout and are not covered by this pack. Public pricing for anything beyond the published solo SKUs is "individual pricing on request" and no price list or discount tier is ever published (hard constraint 3).
The first launch is geofenced to the EU/EEA, Switzerland and the United Kingdom. The United States and every other non-EU/EEA/Switzerland/UK billing address are blocked at checkout — not just the US. The checkout must refuse to complete a purchase where the billing country is outside the geofence, rather than merely omitting countries from a dropdown or relying on a self-declaration. This is a build requirement, not a statement of intent: the pack's legal research covers the EU/EEA, the UK and (with a needs authority marker) Switzerland, and nothing else.
Paddle as MoR resolves payment, VAT and refund processing — it does not take responsibility for the Supplier's EULA, product claims, licence restrictions, privacy notice or local product law; the MSA leaves the Supplier responsible for the legality of its own Product. Selling into a country the pack has not researched is therefore not a legal strategy. Widening the geofence later requires a country-by-country legal matrix for each jurisdiction to be admitted — it is not a configuration change.
What the US exclusion specifically buys : it removes the California ARL / New York GBL / ROSCA build, the US renewal-notice schedule, the US cancellation-flow requirement and the 3-year ARL consent retention, and it removes the unresolved US withholding exposure of 0% / 10% / up to 30% on subscription revenue.
Prices from No price on this page is invented.
| SKU | Price | Shape | Auto-renews? |
|---|---|---|---|
| Solo subscription — 1 month | €69 | Subscription Licence | yes |
| Solo subscription — 3 months prepaid | €186 (€62/mo effective) | Subscription Licence | yes |
| Solo subscription — 6 months prepaid | €330 (€55/mo effective) | Subscription Licence | yes |
| Solo subscription — 12 months prepaid | €588 (€49/mo effective) | Subscription Licence | yes |
| Perpetual Licence | €1,990 one-time — one Developer, one Development System, includes Commercial Updates for 24 months (Mandatory Updates per EULA §6.2a) | Perpetual Licence | no |
| Update extension (Perpetual only) | €199 / year, optional | recurring | yes |
2.1 All prices are in euro. Taxes are handled by the Merchant of Record and are shown at checkout.
2.2 "Unlimited" in any Makion material means unlimited usage — objects, requests, projects — never unlimited duration and never unlimited deployments. The words "lifetime", "works forever", "future-proof" and "continues to function indefinitely" are never used.
2.3 A Perpetual Licence covers one Developer and one Development System. Deployment beyond that is not sold through this checkout (EULA §3.7).
The following must be presented before payment, in visual proximity to the consent controls — not behind a link, not in a modal the buyer has to open.
Counsel's list, all shown before payment:
Counsel is explicit that the word "perpetual" alone is not enough. Show, before payment:
Counsel's recommended short disclosure — use this wording:
"Perpetual" means a perpetual right to use the Makion version delivered during the included 24-month update period. It does not include perpetual updates, support, third-party AI services or guaranteed compatibility with future SAP, operating-system or AI-provider changes. Security and other updates that mandatory law requires us to provide are supplied regardless of that commercial window.
(The final sentence reflects Directive (EU) 2019/770, which may require updates, including security updates, beyond the commercial window.)
Makion runs on your own AI provider account or API key, and you pay that provider's costs. We do not supply, resell or broker AI access. Those providers are outside our control: they may change their terms or prices, deprecate models, impose rate limits, discontinue APIs, or cease to operate. If that happens, Makion's function may degrade or stop working. This risk falls harder on the perpetual licence, because a version frozen at a point in time is not adapted after its update window closes.
(Mandatory per and It is the disclosure that protects the perpetual SKU.)
Makion carries one checkout artefact of this kind: a renewal disclosure for subscription purchases. There is no withdrawal consent and no withdrawal-consent control — the buyer's 14-day right is granted in full (§10, Refund Policy §3.1.1), not extinguished. The renewal disclosure makes the renewal terms and the total price explicit at purchase; it is a disclosure, not a consent to lose a right. Full design and evidence requirements:.
| Renewal disclosure | |
|---|---|
| Purpose | makes the renewal terms and the total price explicit at purchase |
| Authority | none mandates it — retained as evidence and conservative practice; CJEU C-565/22 (Sofatutor) is specific to free-trial-to-paid conversion, see §4.1 and §8.2 |
| Shown to | every subscription purchase in scope |
| Shown for the Perpetual SKU? | no — nothing renews |
| Form | a prominent disclosure whose exact rendered text and hash are stored (renewal_disclosure_evidence); a user tick only if Paddle supports a reliable custom control (§4.1) |
| Placement | before payment, in visual proximity to the payment step |
Any renewal control that is used may never be pre-ticked and is never satisfied by accepting these terms — the same no-pre-tick, no-merge rule applies.
Since no law in scope requires a separate tick (see the Sofatutor note at §8.2), the adopted path is to keep a prominent renewal disclosure, store its exact rendered text and hash, record the event as renewal_disclosure_evidence, and not require a user tick unless Paddle supports a reliable custom control. Where a reliable custom control does exist, it must show the exact term, recurring price, currency and first renewal date, be bound to the Paddle transaction_id, and be confirmed not to conflict with Paddle's tax/localisation of the displayed amount.
Target disclosure wording (and the control label, if a reliable control exists):
This subscription renews automatically every [term] at [price] until you cancel. You may cancel online at any time.
The UK renewal-disclosure behaviours are built to the stricter model in advance of the UK subscription regime — see §8.7.
5.1 The checkout gives rise to two contracts (the licence contract is accepted at checkout but becomes effective later, so the two do not arise at the same instant):
paid status precedes completed, and money can be captured before the provisioning data arrive; transaction.completed survives only as the technical fulfilment trigger, §6.1; a failed or abandoned Transaction still creates no party; contract-lawyer confirmation required). The in-product EULA screen later displays the version already accepted and does not form a new contract (EULA §1.1).5.2 Delivery occurs only when both the licence entitlement and the means required to download or access the Software have been issued (EULA §0, §5.1 — strictly conjunctive).
5.3 No licence key is released before both (a) payment has cleared and (b) an EULA acceptance record has been written — see
5.4 The single delivery model. Delivery, Redemption and refund entitlement do not contradict each other:
⚠️ The honesty problem — a message model, not a single email
Key issuance is manual until the carve-out is approved . An email sent at payment time therefore can state neither "supply began immediately" nor the Update Window end date — Delivery has not occurred, and the date does not exist yet. The resolution is the two-message model in §6: the Transaction Acknowledgement says plainly that the entitlement has not yet been delivered; the Delivery Notice, sent at actual issuance, carries the Delivery timestamp and the end date. A single email is permitted only once issuance is automatic before or at the moment it is sent.
Manual Delivery must have a maximum period, a business-hours rule, an escalation, an automatic-refund path and a defined failure state — "we will send it later" is not enough. Directive 2019/770 requires supply without undue delay unless the parties agree otherwise — for digital content that mostly means effectively immediate supply — and the Paddle Buyer Terms give the buyer a right to a replacement or a refund where the Supplier fails to deliver or unreasonably delays Delivery.
The preferred answer is automatic Delivery on a verified completed Transaction — that remains the target state, gated on the carve-out. While Delivery stays manual, all four of the following apply:
Three distinct documents, each with its own name — never the generic "order confirmation":
Makion sends additional durable records of the purchase. The statutory transaction confirmation is provided through the Merchant of Record flow — the Makion messages are never the sole or standalone discharge of the seller's obligation.
⚠️ Two messages, not one. A single "order confirmation" is structurally impossible to send honestly: the Update Window runs from Delivery, Delivery is manual, so at payment time it has not occurred and the 24-month end date does not yet exist. A single message is permitted only once the key is issued automatically before or at the same moment it is sent.
transaction.completed(Technical note: transaction.completed is the fulfilment trigger because Paddle documents it as the event containing the completed provisioning data and recommends it for provisioning. It is a technical trigger. The legal moment of effectiveness is defined without any API status name at EULA §19.1.)
A retainable message carrying:
management_urls.cancel points at an authenticated customer-portal session whose URL may embed a temporary token — such URLs must not be cached in an email template. Use a subscription management URL obtained for that specific subscription at send time, or a stable link to a Makion page that creates a fresh Paddle portal session on click. Never paste one cached portal token into every email;"Your payment has been completed. Your Makion licence entitlement has not yet been delivered. A separate Delivery Notice will be sent when your licence key and download entitlement are issued."
The Transaction Acknowledgement never states the Update Window end date and never asserts that supply has begun (§5.4 honesty box).
A retainable message carrying:
A single combined email is permitted only once the licence key is issued automatically before or at the same moment the email is sent — i.e. only after the carve-out is approved and built. Until then, two messages, always.
Auto-renewal obligations are not removed by excluding the US. The monthly and prepaid SKUs still renew automatically, and the EU requirement below is EU law, not US law.
7.1 A Subscription Licence renews automatically for a period equal to the term purchased, at the then-current price for that term, until cancelled.
7.2 Renewal and the withdrawal right. CJEU C-565/22, Sofatutor (5 Oct 2023) is specific to a free-trial-to-paid conversion with insufficient transparency about the total price payable after the trial. The Court did not hold that every ordinary paid renewal creates a fresh withdrawal right. Accordingly:
renewal_disclosure_evidence) are retained as evidence and conservative practice, not as a consent mandated by Sofatutor — with a user tick only where Paddle reliably supports a custom control;7.3 Notices. What this pack commits to:
| Notice | When | Basis |
|---|---|---|
| Transaction Acknowledgement (payment completed, entitlement not yet delivered) + Delivery Notice (key, Delivery timestamp, Update Window end date) — the two-message model | on transaction.completed / at actual issuance | additional durable records; the statutory confirmation is provided through the MoR flow (§6) |
| Pre-renewal reminder before a renewal charge | before each auto-renewal charge | Makion sends a pre-renewal reminder before each auto-renewal charge |
| Notice of a price change or other material change before it takes effect | in advance of the change | Makion sends advance notice before any price change or other material change |
7.4 A price increase must not take effect silently. Where the price for a renewal term increases, the customer is told before being charged and can cancel first. An unclear price change may create separate transparency, unfair-terms or consent issues under applicable law. It is not treated here as automatically creating a fresh withdrawal right under Sofatutor.
7.5 Consumer vs business. The EU position does not give the comfort a US consumer-statute scope test would: Recital 17's dual-purpose test can make a self-employed developer a consumer, several member states have extended the regime to SMEs under Recital 13, and the burden of proving the buyer acted in trade is on the trader. The build therefore satisfies the consumer requirements rather than betting on the classification. See §9.4.
7.6 The Perpetual Licence has no renewal and is outside all of §7. Do not attach a renewal disclosure to it — nothing renews. The optional €199/year update extension, if taken, does auto-renew and is inside §7.
7.7 The UK's dedicated subscription regime. The UK Government currently anticipates that the dedicated subscription-contract regime will commence in spring 2027 (UK Government position as of 2 April 2026). This date must be rechecked before launch and before each material checkout revision. The cancellation flow (§8), the reminders (§7.3) and the clear renewal disclosure (§3.1, §4) are nevertheless built now to the stricter model, so that the regime's entry into force is a non-event rather than a rebuild. Separately, and independently of that regime: the Paddle Refund Policy already gives UK consumers a fresh 14-day window after an annual auto-renewal (Refund Policy §3.2.3).
8.1 Signed up online ⇒ cancel online, at will, in the same medium, with no more steps than signup took.
8.2 A retention offer may be shown but must not obstruct; a plain "cancel" control stays visible throughout.
8.3 Cancellation stops future renewals. It does not by itself entitle the customer to a refund of an amount already paid for the current term — refund processing sits with the MoR, and Refund Policy may grant additional voluntary rights (§10).
8.4 On cancellation the Subscription Licence continues until the end of the paid term and then ends (EULA §2.3).
9.1 Where the buyer is a consumer within the meaning of Art. 2(1) of Directive 2011/83/EU, a 14-day right of withdrawal applies to digital content. Makion does not invoke the Art. 16(1)(m) immediate-supply exception and takes no withdrawal-consent from the buyer — the right is granted in full, and a full 14-day refund is given on every SKU (Refund Policy §3.1.1). UK consumers hold the equivalent right, honoured on the same basis. Because no waiver is sought, the pack makes no claim about when the right would otherwise be lost.
9.2 Switzerland. The 14-day refund offered to Swiss buyers is a contractual / voluntary guarantee, not a statutory Swiss withdrawal right — Switzerland has no general online cooling-off regime. Swiss buyers are handled on the same 14-day model because the Paddle Refund Policy groups the European Union / EEA / Switzerland / United Kingdom and applies the 14-day model to that group, and as conservative Makion practice. No "withdrawal consent" is shown to Swiss (or any other) addresses.
New requirement. Directive (EU) 2023/2673 inserts Art. 11a into the Consumer Rights Directive, applicable from 19 June 2026: for distance contracts concluded through an online interface there must be a prominent, permanently available "withdrawal function" by which the consumer can make and send a withdrawal declaration online. After the buyer submits it, the trader must give an acknowledgement of receipt on a durable medium, without undue delay, stating the date and time of receipt. Email or the model withdrawal form alone is no longer sufficient as the sole channel.
This applies even though Makion grants a full 14-day refund without a consent flow — the withdrawal function is a process obligation distinct from the substantive right.
Makion provides its own Art. 11a withdrawal function. Against Paddle's public Refund Policy: Paddle documents only a "request a refund" flow — no dedicated withdrawal function and no durable-medium acknowledgement with date/time, so it does not demonstrably meet CRD Art. 11a. Rather than wait on Paddle, Makion provides its own: a prominent, permanently-available
/withdrawfunction that a consumer can submit online, which sends an automatic acknowledgement on a durable medium (email) stating the date and time of receipt, and records thewithdrawal_function_submissionevidence event . Spec:. (If Paddle later documents an Art. 11a-compliant function for the sale contract, the Makion function still covers the Supplier/EULA relationship — keep it.)
9.4 Business buyers — what is collected. The business-purchase path is offered prominently, and counsel's four items are collected and stored against every business order:
Counsel's framing: a self-employed developer is not a consumer when buying mainly for their professional SAP work, but a mixed-purpose purchase can still be a consumer transaction where the professional purpose is insignificant. The confirmation is what gives us a record on that question instead of a guess. Do not rely on an unverified "I'm a business" tickbox. This is the buyer-classification evidence — the professional-use confirmation + VAT ID — and it is classification evidence, not a gate.
9.5 Consumers are knowingly served. The permitted licence purpose is widened to professional, educational and personal development use (EULA §2.1, §3.1), so a consumer who buys a licence has a permitted use. Makion knowingly sells to consumers, and every consumer-protection requirement — the withdrawal right and function, the disclosures, the renewal rules, the refund frame, the Privacy Notice — applies deliberately, not by accident of misclassification.
Refund processing is governed by the MoR's Buyer Terms. Refund Policy grants additional voluntary rights on top — it only ever adds to what the MoR's terms and mandatory law give, never subtracts (its Rule 1). It is disclosed before payment (§3) and restated in the Transaction Acknowledgement (§6).
11.1 For checkout purchases, the Merchant of Record collects and remits VAT as seller of record.
← Back to Legal