Smart Vendor Software as a Service Terms & Conditions - Acceo

 

Smart Vendor Software as a Service Terms & Conditions

For: ACCEO Smart Vendor Customers

By: ACCEO Smart Vendor

Document Owner: ACCEO Smart Vendor

This document constitutes the complete agreement between ACCEO Solutions Inc. (“the Company”) and the Subscriber (“The Customer”) for the Smart Vendor Software as a Service Subscription

“We”, “us” “our”, “ours”, and “ACCEO” shall refer to ACCEO Solutions Inc.; “you”, “your” and “yours” shall refer to the Subscriber. Except where impossible in context, the singular also means the plural, and vice versa.

 1.00 Subject – Subscription

On the express condition that the subscriber observe, respect and conform to each clause, condition and stipulation of the present agreement, the Company confirms by the present the subscriber’s subscription to the Software as a Service the whole as more fully described herein.

1.01 Software, Support & Service Plan To maintain your current access, each Smart Vendor installation must subscribe to the Smart Vendor Software as a Service subscription that includes the software features, services and add-on modules required by your business.

1.02 Modifications: The Company can, given a minimum of thirty (30) days’ notice, reasonably modify the services of the Smart Vendor Software as a Service Subscription described in the appendix or any provision of the present subscription agreement. However, no notice is required to modify the services provided to the subscriber when the services provided by the Company remain basically the same and the cost to the subscriber does not increase. The Company can provide notice to its subscribers by email.

2.00 Duration and Renewals

The current subscription is automatically renewed, unless the Company receives notice of cancellation at least thirty (30) days prior to the expiration of the initial or renewal period.

3.00 The Company’ Obligations

The Subscriber confirms having been informed and accepts that the state of products and services provided could vary since they were developed over several years. There are occasional differences in presentation, content, program updates and architecture as well as user manuals. The Company will gradually eliminate these differences through maintenance initiatives as well as product and service updates.

3.01 Training: Training costs associated with the Company products and services are included in the subscription fee and is paid as a 1-time amount upon invoicing.  The Subscriber has the choice of purchasing additional Company training services as a package or on an hourly basis.

3.02 Service and Support Exclusions: Reinstallation of ACCEO Smart Vendor software and backups on equipment not purchased from the Company. Reinstallation of Windows Operating System reconfigure new installations of operating systems, network or internet configuration, removal of viruses and malware, installation of other third-party software. Only hardware purchased from the Company will be supported for diagnostic telephone troubleshooting. Warranty service on equipment repair or replacement is from the manufacturer directly. Replacement parts or equipment, on-site service calls or support visits, software installation or implementation services outside of office hours, re-installation or configuration of credit card integration, shipping fees for equipment sent in for diagnostics or returned to client are not included in this support and service agreement. Smart Vendor Software as a Service does not include services to perform the Yearend Rollover, Yearend Reset, or Spot Check procedures on behalf of the client, or configure or consult on the export to accounting feature. These are available in your plan for an additional flat fee if you chose to purchase.

3.03 Limited Responsibility: The Company will diligently and conscientiously execute its obligations set forth in this agreement. Except in the case of gross negligence or intentional wrongdoing on the part of the Company, the Company is not responsible, to the subscriber or any other person, for damages that individuals or those in their charge may cause, regardless of nature. Without limiting the generality of the preceding, the Company is not responsible for material injury (including that concerning the software) resulting from a modification of the software configuration, computer virus, content, use, validity or quality of services provided via Internet, Internet network failure, loss or destruction of data by intrusion or otherwise or non-authorized interception of communications or delay in their transmission or reception. Should the Company be found responsible for damages of any nature, its responsibility will be limited to crediting the subscriber a sum equal to the monthly subscription fees payable by the subscriber for a period of one (1) month. The subscriber is solely responsible for taking reasonable security measures necessary to ensure the protection of his or her data and computer system.

3.04 Data Encryption: Through the Secure Online Backup service, the Company ensures the efficient encryption of the client’s data using proven algorithms along with the principle of private keys. Notwithstanding the above, the file structure and the name of the files to be included are not encrypted. The information provided by the file name may transmit over the internal network, among others but without limitation, and in backup success or failure, or setup changes emails.

3.05 Encryption Key: The Company will assign and keep secure the encryption key to ensure that the encryption key can be accessed by an ACCEO Smart Vendor Technical Support Representative in the event a web backup must be restored.

3.06 POS Data Access On Contract Expiry: Subscriber will lose access to their data if their service contract is not renewed. Access to the data on the local store hardware will resume when the account is once again in good standing and any outstanding subscription fees are paid in full.

3.07 No Data Recovery After Contract Termination: The Company commits to keep the subscriber’s secure online backup data for a maximum of fifteen (15) days following termination of the account and notification to the client that the services described herein are to be terminated. It is incumbent upon the subscriber to make arrangement to recover his/her data within this period. Past this time, the data will be automatically deleted without any possibility of restoration.

4.00 Subscriber’s Obligations

4.01 Required Equipment: The subscriber must supply a computer system that adequately meets the minimal requirements for using software and services and other necessary equipment not supplied by the Company by virtue of this document. In addition, the subscriber recognizes that the Company will not supply any service regarding the installation and/or configuration of the subscriber’s internal computer network.

4.02 Installation of Software Updates: The subscriber must install ACCEO Smart Vendor updates on a timely basis to ensure the continued functionality of integration systems, and web-based services.

4.03 Usage for Legal Ends: The subscriber agrees to use the Secure Online Backup service only to engage in legal activities. Among others and without limitation, the subscriber agrees not to store files protected by copyright he/she does not legally own.The subscriber is responsible for the installation of all software updates according to the instructions provided. Software must be up to date for software and hardware assistance.

4.04 Subscriber Responsibility: The subscriber is responsible for the files he/she backs up, of the use of this content, and the consequences of any action the subscriber undertakes while using the Secured Online Backup service features described herein. The Company cannot be held responsible for any backup content or for any data corruption that may occur before the data leaves the subscriber’s computer. The Company provides secure data encryption and transfer services, but the subscriber is responsible for ensuring the safety of his/her system and workstations.

4.05 Providing Internet Access: The Subscriber is responsible for providing reliable internet service to the Smart Vendor server station to validate the Subscription.  If access to the internet is unavailable for more than 10 days, the software will deny entry until internet access is made available and the subscription can be validated once again.

5.00 Unassignable

The present agreement is not assignable in that no privilege, right or obligation herein defined can be assigned by either party without written authorization of the other party. Any attempt to assign any right, duty or obligation of the present agreement that contravenes the said agreement is both null and void and non-enforceable between the parties.

5.01 Data Transfer And Deletion: Termination of agreement does not include services to purge data related to the original subscriber before transferring data to a new subscriber.

6.00 General Provisions

6.01 Notice: Unless otherwise set forth in another clause of this agreement, all notices must be made in writing and transmitted by a mode of communication allowing the sender to prove that the notice was delivered to the receiver at his or her main place of business or other address agreed upon.

6.02 Applicable Laws: This agreement is governed by the laws of the province of Ontario (Canada). In the case of any claim or lawsuit pertaining to the present agreement, the parties agree to select the judicial district of Toronto, Ontario, Canada as the appropriate location for the hearing of such claims or lawsuits to the exclusion of any other judicial district that could lawfully exercise jurisdiction over such litigation.

6.03 Computer Specifications of Certain Professional Orders: Before signing the contract, the Subscriber made sure that the Secure Online Backup service respects all computer specifications of the data backup services specified and authorized by the professional order of which he/she is a member. If the Subscriber nevertheless decides to subscribe to this service, despite the discrepancies between the computer environment requirements established by his/her professional order, and that of Secure Online Backup, the Company cannot be held liable under any circumstances for any losses or problems that could arise. This limitation also applies in the event where the Subscriber reads the computer specifications after signing the present contract. In the circumstances, the Subscriber can cancel the subscription in accordance with this agreement.

7.00 Termination

7.01 Termination by the Company: The Company can terminate the Subscription at any time by giving at least thirty (30) days’ notice. However, no prior notice of termination is required if the subscriber does not respect one or more of the obligations set forth in the subscription agreement other than those related to payment of his or her account. The Company can interrupt services or terminate the present agreement if the subscriber fails to pay his or her account within fifteen (15) days of the due date. Before interrupting services, the Company will give five (5) days’ notice indicating why and when services will be suspended, if the subscriber does not pay the account and all other related fees within the period of five (5) days.   Termination fees are: i) amount due according to the subscription agreement; and ii) all amounts payable by the subscriber to the Company by virtue of this agreement for the remainder of the subscription. . The  present agreement will be terminated without notice if the subscriber becomes insolvent, assigns assets to  recompense creditors or declares bankruptcy, if a sequester or liquidation order is issued or if he or she  takes advantage of any law relating to insolvency, bankruptcy or arrangement with creditors. Upon termination of the present agreement, all the Company obligations will cease. The subscriber agrees to pay the Company all fees it may incur in recovering any sum due and unpaid by virtue of the present agreement.

7.02 Termination by the Subscriber: If the client has received a notice from the Company by virtue of paragraph 1.02, the client can terminate this agreement without penalty effective on the date indicated on the notice provided that the client notifies the Company to this effect at least ten (10) days prior to said date. If the client has received a notice from the Company by virtue of paragraph 8.00, the client can terminate this agreement without penalty, provided the client notify the Company to this effect at least ten (10) days prior to said date.

7.03 End of Agreement: Access to the Retail management software, add-on modules, external related applications and web services will be disabled by the Company when this Agreement is ended where enabled during the agreement period. The subscriber agrees to uninstall the Secure Online Backup program or other Web Service related files and their components from all computers and cease to use any program provided within the period of the agreement. Access to the ticket centre and support related tools and services will also be disabled.

8.00 Payment

Payment is required of the subscriber upon reception of the first invoice for the Company services and is payable by pre-authorized credit card, or pre-authorized debit, according to the fees fixed by the Company of which the subscriber recognizes that he or she has been properly informed. If paying by cheque, the Software as a Service Subscription renewal may only be renewed annually. The Company reserves the right to modify these fees in whole or in part following a thirty (30) days’ notice to the subscriber that the change will take effect at the end of the fixed or current renewal period. Payment is to be processed in advance of activating and receiving the services, support, and delivering updates.

8.01 Payment Method: Subscriber authorizes ACCEO Solutions Inc. (“the Company”) to bill his or her credit card or debit his or her bank account each month in the amount indicated in the written notice provided. For Pre-approved Debit (PAD), please contact us by email at SmartVendor.PMT@ACCEO.com or by telephone at 514-868-0333 x 4461 to make arrangements.

8.02 Payment By Credit Card: The Subscriber will communicate the preferred credit card number and expiry date to the Company by fax or telephone to ensure the security of the credit card number is maintained. The subscriber agrees to never send the complete credit card number, expiry or CVV code by email or in a support ticket. The Subscriber is responsible for providing an updated credit card number and expiry date 30 days prior to the card’s expiry. In the case the credit card is replaced, please call immediately to notify the Company and provide your updated credit card information for your cycle billing. Please refer to your Invoice or email notification for the contact info when needing to update your Credit Card information.

8.03 Missed Payment: Missed payments are subject to an administration fee of $100.00 which will be charged automatically to the Subscriber’s credit card.

8.04 Payment & Order Processing: The Company will require 5 business days to process the Smart Vendor Software as a Service subscription order, process payments, and activate the Subscriber’s account on the cloud. Thereafter, the included Software as a Service Subscription and all add-ons and features opted for by the subscriber, can be scheduled for implementation by the Company’s service team.

  1. Authorized Usage

9.1 The Customer acknowledges that it has been advised by ACCEO that any software, related documentation, or service delivery methods deployed or developed by ACCEO contain valuable trade secrets or proprietary information and products. The Customer agrees to preserve the confidential nature of the software by retaining and using the software in trust and confidence, solely for its own internal use and not permitting the use of the software or disclosure of information relating to the software to unauthorized persons.

9.2 ACCEO reserves the right to interrupt or restrict service without notice to the Customer if fraudulent or abusive activity is suspected. Customer agrees to cooperate with ACCEO in any fraud investigation and to use any fraud prevention measures we prescribe within reason. Failure to cooperate will result in Customer’s liability for all fraudulent usage.

9.3 ACCEO reserves the right to intercept and disclose any sessions being served by ACCEO’s facilities in order to protect the rights or property of ACCEO.

  1. Confidentiality and Proprietary Nature of Data

10.1 It is agreed that information furnished to or utilized by ACCEO shall be regarded as confidential in accordance with section 16 of this Agreement. Information furnished to or utilized by the Customer and provided by ACCEO shall remain the sole property of ACCEO and shall be held in confidence and safekeeping by the Customer. Both ACCEO and the Customer further agree to exercise good business judgment and discretion in the disclosure of such information to any person and will take appropriate precautions to limit use or disclosure to those personnel in its organization who are directly concerned with performance of this Agreement.

10.2 The specified “billing entity” and “administrative contact” for any subscription Order acknowledge that they are authorized to financially commit the subscribing organization to these services. Further, the specified “billing entity” and “administrative contact” for any subscription Order becomes the “owner” of any data in the file system managed by that entity. ACCEO has no ability to provide access to parties other than those assigned by the “administrative contact” of the “billing entity”. The “billing entity” is the sole owner and authority governing data sets and Licensed User access rights provided. ACCEO cannot provide access to or copies of any data sets other than as communicated in writing by the designated “administrative contact” for the “billing entity”.

10.3 While ACCEO’s Service uses encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the Service.

10.4 Subject to the terms and conditions of this Agreement, ACCEO shall store and otherwise maintain Data, reports and numeric results, and ACCEO shall follow the same archival procedures for Customer’s Data, reports and numeric results as ACCEO employs for its own data, as modified from time to time at ACCEO’s discretion. In the event of any loss or damage to Customer’s Data, reports or numeric results, Customer’s sole and exclusive remedy shall be for ACCEO to use commercially reasonable efforts to replace or restore the lost or damaged data from the latest backup of such Data, reports or numeric results which ACCEO has maintained in accordance with its standard archival procedures.

  1. Customer Responsibilities

11.1 Customer shall obtain and maintain, at its sole expense, equipment and appropriate telecommunication service adaptable to, compatible with, and suitable for communication with ACCEO’s network specifications.

11.2 Customer agrees to be responsible for the accuracy and adequacy of the data which it furnishes or transmits to ACCEO for processing or storage. Reasonable precautions have been taken by ACCEO to prevent the loss, alteration or improper access to the Customer’s data, but ACCEO does not guarantee the accuracy or security of the same.

  1. Electronic Agreement/Notices

12.1 All questions, comments or notices concerning this Agreement shall be submitted to ACCEO by Customer via email at SmartVendor.Helpdesk@ACCEO.com or via mail at: ACCEO Solutions Inc., Attention: Customer Support, 80 Citizen Court Unit #1, Markham ON L6G1A7. All notices to be given under this Agreement to Customer shall be submitted by ACCEO via email at the account Customer provided to ACCEO pursuant to Section 2 or to Customer upon accessing the Software and Services.

12.2 By Signing and accepting this agreement. Customer agrees and consents to (i) contract electronically with ACCEO for the Software and Services in accordance with this Agreement; (ii) receipt of electronic legal notices regarding this Agreement to the email account Customer provided under Section 4 or upon accessing the Software and Services Customer intends to be bound by this Agreement. Customer may request to receive a copy of this Agreement by mail free of charge by giving notice to ACCEO of such request within 45 days after entering into this Agreement.

  1. General

13.1 ACCEO retains the right to subcontract without Customer’s consent the Services contracted for in this Agreement to third parties; however, no subcontract will relieve ACCEO of its obligations hereunder. Except as provided in the preceding sentence, neither this Agreement nor any rights hereunder may be assigned or otherwise transferred by either party, except to any corporation controlled by or under common control with the assigning party, or in connection with the acquisition of, or the sale of substantially all of, the assets of the business to which this Agreement pertains.

13.2 This Agreement is the complete and exclusive statement of the agreement between Customer and ACCEO, and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. This Agreement may not be modified by Customer except upon mutual agreement by the parties in writing signed by an authorized officer of ACCEO. ACCEO reserves the right, at any time, to change the terms of this Agreement, including its privacy policy, by providing Customer with notice of such changes. Any use of the Software and Services by Customer after ACCEO’s publication of any such changes shall constitute Customer’s acceptance of the Agreement as modified.

13.3 Force Majeure. ACCEO will not be responsible for any failure to perform due to causes beyond its reasonable control, including, acts of God, acts of terrorism, war, riot, embargoes, acts of civil or military authorities, national disasters, strikes and the like.

13.4 This Agreement shall be governed by the laws of the Province of Ontario, Canada, and exclusive jurisdiction for any legal proceeding regarding this Agreement shall be in the Province of Ontario. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the remainder of the Agreement, which shall remain valid and enforceable according to its terms. The words “and” as well as “or” shall be interchangeable to provide the broadest interpretation, and the word “including” shall mean “including without limitation” and “including but not limited to” to provide the broadest interpretation. The headings contained in this Agreement are for reference only and shall not affect the meaning or interpretation of this Agreement. ACCEO’s failure to exercise or enforce any right or power under this Agreement shall not constitute a waiver of such right or power.

13.5 Either party has the right to terminate this Agreement if the other party breaches or is in default of any obligation hereunder which default is incapable of cure or which, being capable of cure, has not been cured within seven (7) days after receipt of notice of such default. Upon termination of this Agreement payment obligations under this Agreement, shall survive such termination.

13.6 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the parties.

13.7 Nothing contained in this Agreement is intended to confer upon any person other than the parties hereto and their respective successors and permitted assigns, any benefit, right or remedy under or by reason of this Agreement, except with respect ACCEO Parties who shall be deemed third party beneficiaries under this Agreement but solely with respect to those terms that specifically reference an ACCEO Party or the ACCEO Parties.

  1. Disclaimers

14.1 Except as otherwise expressly provided in this agreement, (a) the software and services are provided “as-is” and, to the maximum extent permitted by applicable law, ACCEO and its directors, officers, licensors, subcontractors and agents (“ACCEO parties”) disclaim all warranties of any kind, express or implied, regarding the software and services or otherwise relating to this agreement, including warranties of fitness for a particular purpose, merchantability, non-infringement and accuracy; (b) neither ACCEO nor any ACCEO party warrants that the software and services are or will be accurate, complete, uninterrupted, without error, or free of viruses, worms, other harmful components, or other program limitations; (c) Customer assumes the entire cost of all necessary servicing, repair, or correction of problems caused by viruses or other harmful components, unless such errors or viruses are the direct result of ACCEO’s gross negligence or willful misconduct; (d) each of ACCEO and the ACCEO parties disclaim and make no warranties or representations as to the accuracy, quality, reliability, suitability, completeness, truthfulness, usefulness, or effectiveness of the reports, data, scores, results or other information obtained, generated or otherwise received by Customer from accessing and/or using the software and/or services or otherwise resulting from this agreement, and (e) use of the software, services and reports is entirely at Customer’s own risk and ACCEO and each of ACCEO parties shall have no liability or responsibility therefor.

  1. Limitations On Liability

15.1 The total liability of ACCEO and the ACCEO parties in the aggregate to Customer or any third party arising out of or in connection with this agreement, the software and services will be limited to the payments received from Customer under this agreement. ACCEO and the ACCEO parties shall not be liable for direct, indirect, special, incidental, consequential or punitive damages of any type arising out of or in connection with this agreement, the software and/or services, whether or not ACCEO and its licensors have been advised of the possibility of such damages and whether based upon breach of contract or tort (including negligence). ACCEO and the ACCEO parties shall have no liability for any damages resulting from alteration, destruction or loss of any data or information input, generated or obtained from access and/or use of the software and services, including any reports or numeric results, whether or not ACCEO and the ACCEO parties have been advised of the possibility of such damages. The limitations of damages and liabilities set forth in this agreement are fundamental elements of the basis of the bargain between ACCEO and Customer, and the pricing for the license reflects such limitations. If Customer is not satisfied with the software and services, the entire liability of ACCEO and the ACCEO parties, and Customer’s exclusive remedy, shall be to immediately stop accessing and using the software and services and contacting ACCEO within 30 days of agreeing to this agreement and requesting a full refund of the fees paid by Customer to ACCEO under this agreement. Because some provinces or jurisdictions do not allow the exclusion or limitation of liability for damages (such as consequential or incidental damages), or the exclusion of implied warranties and limitations on how long an implied warranty may last, the above limitations may not apply to Customer. Notwithstanding the foregoing, ACCEO will indemnify Customer and hold it harmless from and against any liability, judgments, claims, losses and expenses (including attorneys’ fees) resulting from or related to a claim by any party claiming damages for infringement of copyright, trademark or other intellectual property based on material supplied by ACCEO to Customer under this agreement.

  1. Privacy Policy

16.1 Information gathered by ACCEO remains private and will never be sold or shared with anyone without the Customers express consent except as specified in section 16.2. We will not rent or sell Customer’s name, address, email address, credit card information or personal information to any third party without Customer’s permission.

16.2 Customer elects to allow ACCEO to share non-personal, non-individual statistical or demographic information in aggregate form with third-parties for research purposes.

  1. Customer Representations and Warranties

17.1 Customer represents and warrants to ACCEO that this Agreement shall be binding on Customer, and, unless Customer is an individual, Customer represents and warrants that this Agreement was executed by an authorized signatory of Customer with the authority to enter into binding agreements on behalf of Customer.