1. GENERAL
Suunnittelutoimisto Signaali Oy has developed an Swipq ecosystem for receipts that enables the transmission of electronic receipts (“Swipq”).
These Terms and Conditions define the terms in accordance with which Swipq is integrated as part of a business’ cash register systems, applications or online store and according to which a business can provide electronic receipts to its customers who utilise Swipq.
2. DEFINITIONS
Merchant means a business that offers receipts. Business Customer means both a company that utilises Swipq as well as its representatives. Consumer means a consumer customer. End User means both Business Customers and Consumers. A Swipq Identifier is an End User’s personal identifier, such as loyalty card information or email address that the End User uses to utilise Swipq. Swipq Receipt means an electronic receipt which is transformed from printer data that Swipq transmits between Merchants and Swipq and to End Users.
3. AGREEMENT
These general Terms and Conditions along with the Privacy Notice available on Swipq’s website together form the entire agreement concerning Swipq between Swipq and the Merchant (“Agreement”).
The Agreement is concluded when the Merchant has approved the Agreement in writing. In case of conflicts between Agreement documents, these Terms and Conditions will be applied primarily, unless otherwise specifically agreed in the Privacy Notice.
4. INTEGRATION, AUTHORISATION
Swipq will be integrated into the Merchant’s cash register systems, applications or online store under a separate integration project (“Integration”).
Integration will be carried out through the interfaces offered by Swipq and in accordance with Swipq’s requirements and specifications. The Merchant executes the Integration at its own expense and in its desired schedule. The Merchant keeps Swipq informed about the progress of the Integration and answers to Swipq’s questions regarding Integration without undue delay.
5. PRINCIPAL TASKS OF THE MERCHANT
The Merchant must, for their part, maintain the Integration as well as the Merchant’s cash register systems, applications, online store, operational environment or network connections that are necessary for the functioning of Swipq. Additionally, the Merchant is responsible for ensuring that its personnel is familiar with Swipq’s basic functions and operational guidelines.
The Merchant is also responsible for its warranty or other obligations relating to the goods or services purchased by an End User as well as for complying with the laws and regulations relating to the provision of receipts at all times.
6. MAINTENANCE OF SWIPQ AND FAULTS OR DEFECTS
Swipq makes reasonable efforts to ensure that Swipq and its interfaces are available 24 hours per day every day of the year, excluding the development and service windows of which Swipq endeavours to communicate well in advance.
In case the Merchant detects a fault or a defect in the Swipq service, it must notify Swipq without delay, and upon Swipq’s request, to a reasonable extent participate in the resolving of the fault or defect with Swipq.
7. MODIFICATIONS
Swipq may develop and modify Swipq. Swipq has the right to modify these Terms and Conditions as well as the Swipq Privacy Notice. If the Merchant uses Swipq thereafter, such use is considered to be an acceptance of the updated Terms and Conditions or Privacy Notice.
8. MARKETING AND REFERENCES
After the Integration is completed, the Merchant will inform its customers of the implementation of Swipq.
During the term of the Agreement, the Merchant has the right to use trademarks referring to Swipq in accordance with good business practices.
Swipq has the right to use the Merchant’s name or logo as well as the parties’ co- operation, based on this Agreement, as a reference in accordance with good business practices.
9. CHARGES AND EXPENSES
Swipq does charge the Merchant for the use of Swipq. Both parties are responsible for their expenses incurred in relation to this Agreement and its execution (including expenses relating to the devices, software or network connections required for the use of Swipq), unless otherwise agreed in writing.
10. DATA PROTECTION
Swipq complies with personal data legislation in force in Finland as well as the Privacy Notice available on Swipq’s website, which the Merchant confirms to have carefully familiarised itself with.
11. DATA SECURITY
Swipq enforces customary data security policies, such as the encryption of transmitted data and limited backups. Swipq has the right to temporarily disable access to Swipq, if (i) the Merchant, or the devices or software used by the Merchant, potentially endanger the data security of Swipq or third parties, or if (ii) a serious information security threat is directed at Swipq.
12. INTELLECTUAL PROPERTY RIGHTS
Swipq or its licensors own all intellectual property rights to Swipq (including copyright, databases, trademarks, design rights, patents, utility models, domain names and the applications for such).
The Merchant may utilise Swipq only in accordance with the Agreement and for the term of the Agreement. The Merchant acknowledges and agrees that Swipq and its background software contain Swipq’s and third parties’ business secrets, such as the source code of the software, the specific design of the software components, constitutional formula and logics, programming techniques and related documents. Copying, dismantling, inspecting or reverse engineering of Swipq or its background software is prohibited.
In case a third party claims that Swipq infringes its intellectual property rights, Swipq has the right (i) to acquire the necessary licences in order to continue the provision of Swipq, (ii) modify Swipq in order to eliminate the infringement or (iii) terminate the Agreement with immediate effect., Swipq does not have any other responsibilities or obligations in such situations.
13. CONFIDENTIALITY
The parties agree to keep confidential any material and information received from the other party, which have been marked as confidential or have to be understood to be confidential (“Confidential Information”).
Information that (i) is generally available or otherwise public, (ii) is received from a third party without a confidentiality obligation, (iii) was in the possession of the receiving party, with no confidentiality obligation applicable, before receiving it from the other party, or (iv) the other party has independently developed without utilising the other party’s Confidential Information, is not deemed to be Confidential Information.
The parties agree not to use Confidential Information for any other purposes than those specified in the Agreement and for those only for the term of the Agreement. After the Agreement has expired, the parties must return any Confidential Information received from the other party without delay or verifiably destroy them.
The obligations defined in this section 13 will be in force for the term of the Agreement and in any case for the duration of three (3) years from the disclosure of the Confidential Information, even if the Agreement was to expire earlier. This section does not limit a party’s statutory responsibilities relating to business or trade secrets.
Notwithstanding this section 13, a party has the right to use the data collected via the use of Swipq in its own business operations and disclose to third parties or otherwise publish the said data, provided that the data is anonymised or otherwise used in a form that does not endanger the protection of a party’s Confidential Information. However, section 10 will always be applied to End Users’ the transactional and personal data.
14. NO WARRANTY, LIMITATIONS OF LIABILITY
The Merchant utilises Swipq at its own risk. To the extent permitted by compelling legislation, Swipq is offered “as is” without any warranties regarding its availability, usability, accuracy or applicability for certain purposes.
Swipq is not liable for direct or indirect damages, such as loss of data or its recreation, loss of profit or interest, decrease of revenue, harm to reputation, cover purchases, third party injuries or other unforeseeable damages.
15. VALIDITY OF THE AGREEMENT AND CONSEQUENCES OF TERMINATION
This Agreement is in force until further notice. Both parties have the right to terminate the Agreement for convenience with a six months’ notice period. The terms of the Agreement shall be complied with during the notice period.
Both parties have the right to terminate the Agreement for cause with immediate effect, if (i) the other party has materially breached the Agreement and it has not corrected its behaviour within 14 days after receiving the other party’s written notification of a contract breach, or if (ii) the other party goes bankrupt, is placed in corporate debt reorganisation or otherwise becomes unable to meet its responsibilities under the Agreement.
16. FORCE MAJEURE
A party is not responsible for delay or damage that is due to an obstacle outside of the influence of a party, and which a party could not reasonably have been expected to take into consideration at the time of entering into the Agreement, and the consequences of which the party could not reasonably prevent or overcome, and due to which the fulfilment of the party’s obligations or responsibilities becomes unreasonably difficult or impossible (“Force majeure”). A Force majeure is, for example, war, demonstration, labour dispute, strike, industrial action, fire, natural disaster, communications disruption or other similar event. A party has a right to terminate this Agreement with immediate effect, if a Force majeure has had an impact or will have an impact to the fulfilment of the Agreement for at least 30 days.
17. OTHER TERMS
Applicable law and dispute resolution. Laws of Finland shall be applied to the Agreement. Disputes arising from or in connection with the Agreement will be first and foremost solved by negotiations between the parties. If no satisfactory conclusion for both parties is reached within 60 days of the commencement of the negotiations, the matter shall be solved in the District Court of Pohjanmaa as a first instance.
Transfer of the Agreement, subcontracting. A party has the right to assign the Agreement, in whole or in part, to a third party to whom the business activities described in the Agreement are transferred to, or to a company belonging in the same group of companies. A party has a right to use subcontractors in fulfilling this Agreement. A party is responsible for the actions of its subcontractors as for its own.
Partial invalidity. If any provision of this Agreement is later found to be void or invalid by a final judgment of a competent court of law or by another authority, such invalidity will not invalidate the entire Agreement, but the Agreement remains in force in all other respects. The parties agree that a void or invalid term will be replaced by a corresponding term agreed by both parties and the purpose of such a term shall be as equivalent as possible to the economic objectives of the void or invalid term.
