Touchtech Vendo

Terms of Use

1. acceptance

The following terms and conditions (Terms of Use) govern the use of Touchtech Vendo. This applies to the services made available on www.touchtech.com/vendo and to any other services via which Touchtech Vendo is made available or can be used, such as, but not limited to, Touchtech Vendo Portal, Touchtech Vendo App and Touchtech Vendo API for integration (Touchtech Vendo).

The Terms of Use agreement is a legal agreement between Touchtech and The Customer. Please read these Terms of Use carefully before using Touchtech Vendo. By using Touchtech Vendo, The Customer is agreeing to be bound by these Terms of Use.

Touchtech may update and modify these Terms of Use. By continuing to use Touchtech Vendo, The Customer accepts the modification(s).

2. definitions

In the Terms of Use, the following terms and expressions shall have the meanings set out below (such meanings to be equally applicable to the singular and plural forms of such terms and expressions):

Touchtech Vendo

the Touchtech Vendo software solution including Touchtech Vendo Portal, Touchtech Vendo App and Touchtech Vendo API;

Touchtech

Touchtech AB;

The Customer

shall mean the company that uses Touchtech Vendo and will be invoiced by Touchtech;

Party/Parties

each of the parties above (Touchtech & The Customer) are referred to as a “Party” or collectively as the” Parties”;

Terms of Use

shall mean these Terms of Use, including its Appendices;

Appendix

shall mean an appendix to these Terms of Use;

Users

shall mean any end user shopping with The Customer’s Touchtech Vendo;

Hardware

shall mean any third party hardware such as touch screen, PC etc.;

Pricing

shall have the meaning as set out in Appendix Pricing & Payment Terms.

3. general

Touchtech Vendo is a touch screen software solution that offers instant access to The Customers product range by bringing it digitally to the physical store or retail space.

Touchtech Vendo requires that The Customer loads product information i.e. by using the Touchtech Vendo API. The Customer’s product information as well as other customizations can be configured for each touch screen PC that is running the Touchtech Vendo App which is registered with The Customer’s Touchtech Vendo Portal account.

The touch screen hardware and the PC must comply with the minimum required specifications set forth by Touchtech on www.touchtech.com/vendo.

Touchtech Vendo is a constantly developing service. Therefore, Touchtech may amend the features of Touchtech Vendo by removing, modifying or adding existing and new features without giving The Customer a notice. Touchtech will, however, endeavor to inform of material changes in Touchtech Vendo by posting a notice on www.touchtech.com. If The Customer is unhappy with the changes in Touchtech Vendo, The Customer can at any time cease to use Touchtech Vendo, and The Customer is entitled to terminate these Terms of Use as provided in clause 13.

4. content

The Customer is solely responsible for The Customer’s systems, conduct and any data, text, links, information, image and/or any other Content that The Customer chooses to send and display through Touchtech Vendo.

Touchtech may suspend or terminate The Customers use of Touchtech Vendo, if Touchtech determines in our sole discretion that the Content or The Customers systems are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates these Terms of Use.

5. pricing & payment terms

Using Touchtech Vendo is subject to the prices and payment terms set out in the Appendix Pricing & Payment Terms.

Unless expressly stated all prices set forth in Appendix Pricing & Payment Terms are exclusive of Value Added Tax (VAT) and any other similar taxes or statutory levies that may be applicable.

All payments are due in thirty (30) days. In the event of late payment, penalty interest shall be paid per annum at an interest rate which by ten (10) percentage points exceeds the reference rate under the Swedish Interest Act (Sw. Räntelag (1975:635)).

Touchtech reserves the right to, without prior notice change and/or raise prices the Prices & Payment Terms.

6. support

To request support The Customer shall submit a support enquiry by Email to support@touchtech.com. Support is available weekdays between 9am – 4pm CEST/CET (excluding Public Holidays*)

Touchtech is obliged to reply to the support enquiry within two (2) working days.
If The Customer does not respond to Touchtech within fourteen (14) days after the last interaction, the relevant request shall be deemed to be closed without further action unless agreed otherwise in writing.

*Public holidays: All public holidays as defined in the Swedish act of public holidays (sw. Lag om allmänna helgdagar (SFS 1989:253)) that occur on a weekday, Christmas Eve (24 December) and New Year’s Eve (31 December) and any other day when commercial banks are closed for general banking business (other than Internet banking) in Sweden, such as Midsummer Eve.

7. consent to use data

The Customer agrees that Touchtech may collect, process and use technical data, including but not limited to; order related information such as name, phone number and emails that are processed through Touchtech Vendo. Touchtech may also collect technical information about The Customers device, its system and peripherals, to facilitate the provision of software upgrades, license management, product support and other services to The Customer (if any) related to Touchtech Vendo.

User specific data will only be collected, processed and used by Touchtech or its partners in accordance with the Swedish Personal Data Act (Sw. Personuppgiftslag (1998:204)) or any other applicable law with respect to personal integrity.

The Customer may not use Touchtech Vendo for any illegal or unauthorized purpose. The Customers agrees to comply with all local laws regarding the setups of touch screens, in particular the laws and regulations regarding data privacy and handling of personal data. The Customer is responsible, where required, to obtain Users consent in regards to storing and handling the personal data collected through Touchtech Vendo.

8. confidentiality

For purposes of these Terms of Use, the term “Confidential Information” means any information, technical data or know-how, including, without limitation, that which relates to computer software programs or documentation, specifications, source code, object code, research, inventions, processes, designs, drawings, engineering, products, services, customers, markets or finances of the disclosing Party disclosed under these Terms of Use which is identified as confidential or proprietary at the time of disclosure, or which by its nature is reasonably to be considered as confidential or proprietary.

9. notice of infringement

The Customer shall notify Touchtech promptly of any breach or violation of Terms of Use, or any infringement or suspected infringement of Touchtech’s Intellectual Property Rights, or any disclosure or suspected disclosure of the Confidential Information, of which The Customer is aware. The Customer will immediately bring to the attention of Touchtech any improper or wrongful use of Touchtech’s Trade Marks, emblems, designs, models or other similar industrial, intellectual or commercial property rights which come to the attention of The Customer. If Touchtech chooses to defend its rights the The Customer shall to a reasonable extent at its own cost assist Touchtech.

10. warranties

Touchtech, our officers, directors, employees and our suppliers provide Touchtech Vendo on reasonable effort basis. While Touchtech endeavor to ensure that the Touchtech Vendo is available at all times, Touchtech makes no warranty that the software solution will meet The Customers’s requirements, or that Touchtech Vendo will be uninterrupted, timely, secure or error-free, nor does Touchtech make any warranty as to the results that may be obtained from the software solution or as to the accuracy or reliability of any information obtained through Touchtech Vendo. Touchtech warrant that in the event that Touchtech Vendo is not available or that there are errors in its operation Touchtech will use every reasonable effort to remedy the event. This is The Customer’s sole remedy in the event of interruption or errors in Touchtech Vendo.

THERE ARE NO OTHER WARRANTIES THAN WHAT IS EXPRESSLY STATED IN THIS SECTION AND TOUCHTECH DOES NOT MAKE ANY OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY (INCLUDING BUT NOT LIMITED TO FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT) REGARDING THE USE OR THE RESULTS OF THE USE OF TOUCHTECH VENDO, TO THE GREATEST EXTENT PERMITTED BY LAW.

11. indemnification

The Customer agrees to indemnify and hold Touchtech (and our subsidiaries, officers, directors, employees or partners) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of The Customers breach of these Terms of Use or the documents it incorporates by reference, or The Customers violation of any law or the rights of a third party.

12. limitation of liability

In no event shall Touchtech’s liability related to Touchtech Vendo or these Terms of Use, including, without limitation, liability for direct damages or any liability under Section 10 and 11 (Warranties and Indemnification) exceed the amount paid by The Customer to Touchtech during the ninety (90) day period before the cause of action alleged to create the liability arose. In no event shall Touchtech be liable for any indirect, special, punitive, incidental, consequential (including lost profits, business interruption, loss of data or information) or any other damages based on contract, tort (including negligence), strict liability or otherwise. The aforementioned limitations apply even if Touchtech has been advised of the possibility of such damages. Touchtech shall have no liability with respect to the content of Touchtech Vendo or any part thereof (including such content generated by The Customer, if any, and example/default content provided in the Touchtech Vendo and produced by a third party), including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.

In no event shall The Customer be liable for any indirect, special, punitive, incidental, consequential (including lost profits, business interruption, loss of data or information) relating to these Terms of Use. Notwithstanding the foregoing, The Customer expressly agrees that such limitations shall not apply to damages resulting from Partner’s breach of Section 8 (Confidentiality) of these Terms of Use or remedies available under applicable law for intellectual property rights infringement.

13. termination

These Terms of Use are valid as long as The Customer is using Touchtech Vendo. The Customer may terminate Touchtech Vendo, and with that these Terms of Use, at any time with thirty (30) days prior notice by sending an email to sales@touchtech.com.

If The Customer fails to comply with these Terms of Use or the Pricing & Payment Terms, Touchtech may, at its sole discretion, without prior notice, and without waiving The Customers liability for all outstanding payments due: (i) suspend The Customer’s account (ii) terminate The Customer’s right to use Touchtech Vendo.

Touchtech will not return the information collected and may continue to use it in accordance with these Terms of Use.

14. force majeure

Neither Party shall be liable for failure to perform, in whole or in material part, any of its obligations under these Terms of Use if such failure is caused by any event or condition not existing as of the date of these Terms of Use and not reasonably within the control of the affected Party, including, without limitation, any fire, flood, typhoon, earthquake, explosion, strike, strikes or other industrial disturbance related to any Party, unavoidable accident, war (declared or undeclared), act of terrorism, sabotage, embargo, blockade, act of applicable governmental authority, riot, insurrection, or any other cause beyond the control of the affected Party, provided that the affected Party promptly notifies the other Party of the occurrence of the event or condition of force majeure and takes all reasonable steps necessary to resume performance of its obligations upon the cessation of the event or condition of force majeure.

15. governing law and dispute resolution

(i) These Terms of Use shall be governed by and construed in accordance with the substantive laws of Sweden.

(ii) Any dispute, controversy or claim arising out of or in connection with these Terms of Use or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC Institute). The arbitral tribunal shall be composed of three arbitrators. The arbitral proceedings shall be conducted in the English language and be held in Gothenburg, Sweden.

(iii) The Parties undertake, indefinitely, not to disclose the existence of or the contents of any judgement related to or in connection with these Terms of Use or any information regarding negotiations, arbitration proceedings or mediation in connection therewith. The confidentiality undertaking in this clause shall not apply in relation to information which any of the Parties is required to disclose, retain or maintain by law or any regulatory or government authority of which may be required for the enforcement of a judgement.