License Agreement Countr

Please read this License Agreement carefully as it forms a legally binding contract between you and Shopper Concepts as soon as you access and use Countr.

1.

Introduction

1.1 Countr is a Point of Sale (“POS”) application as a service and a registered trademark of Shopper Concepts B.V.
1.2 Shopper Concepts B.V. is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, with corporate seat in Amsterdam, The Netherlands and its offices in (1017BK) Amsterdam at Reguliersdwarsstraat 73 and registered with the trade register of the Chamber of Commerce under number 57346461 (“Countr”).
2

License by Countr

2.1 Countr hereby grants you a right to install and use its POS (and, if applicable, extensions for eCommerce access) for administering sales transactions and orchestrating associated value-adding services delivered by third parties (the “Purpose”). You agree to only use it for this Purpose (and no other Purpose).
2.2 This License is non-exclusive, non-sublicensable, non-transferrable and revocable.
2.3 This License also grants the right to access third-party applications (for loyalty, personnel management, accounting, etc.) that will also be made available via the POS.
3

TERM AND DURATION

3.1 This License Agreement becomes effective subject to your use of Countr’s POS (whether this is through our website, app or e-commerce extension).
3.2 It shall continue until terminated by you or Countr.
4

Free trial

4.1 Countr will make one or more services available to you to use on a trial basis free of charge until:

  1. the end of the trial period; or
  2. the start date of any of the paid services chosen by you (“Paid Services”).
5

Paid services and invoicing

5.1 The Countr will be available for free. All extra services you choose to use with it will be charged monthly.
5.2 Countr shall invoice either on a monthly or an annual basis (recurring on the date the paid service was first activated), depending on the plan chosen by you. Invoices shall be paid immediately upon receipt.
5.3 Countr will notify you in advance if it changes its prices:

  1. if you are using its Paid Services for a fixed price, the paid services will only be charged for the new price once the fixed price period has ended, unless Countr and you agree otherwise;
  2. if your Paid Services are offered to you on a monthly basis, Countr will give you a 30 days’ notice before any price change.
5.4 If you do not agree with the price change, you may stop using the Paid Services before the new price will come into effect or before the end of the current fixed price period.
5.5 In case of early termination there shall be no refund.
5.6 The client shall pay the amount due in euros (or the currency specified on the invoice) into the bank account specified by Countr on the invoice.
5.7 VAT, if applicable, shall be specified on the invoice.
5.8 You shall pay an advance, if Countr shall request one.
5.9 In case of late payment, you shall owe Countr an interest equal to the legal interest (wettelijke handelsrente) plus 1%, without any notice being required.
5.10 You shall reimburse any collection costs (whether or not extrajudicial). The costs are established at 15% of the amount of the invoice, with a minimum of EUR 40.
5.11 Countr may suspend its services, for as long as an invoice remains unpaid after expiration of its due date. A dispute over the invoice shall not constitute a valid reason to withhold or suspend payment.
5.12 You shall not be allowed to set-off any debt to Countr against a claim that you may have against Countr.
6

License by you

6.1 Countr and its additional services enable you to upload your own content and have your customer data run through its POS (collectively “Content & Data”).
6.2 Your Content & Data remains yours and may be used by you for any lawful business purpose during your subscription term, provided you may not resell or license any Countr materials or content or otherwise violate this Agreement.
6.3 Countr will use your Content & Data solely for providing its services to you and for no other reason. In order to do so, you provide Countr with a worldwide, non-exclusive, royalty free license to use all or any of your Content & Data for that Purpose.
6.4 You represent and warrant that you either own your Content & Data or have all the necessary rights and permissions to grant such license and that Countr’s use thereof will not violate any rights of any person or entity.
6.5 Countr retains the right to use or distribute any aggregated data.
6.6 Countr can, at its discretion, use your business logo on its website or in other promotional materials.
7

Intellectual property

7.1 All IP-rights relating to Countr are and will remain the sole property of Shopper Concepts – or Shopper Concepts’ suppliers for that matter.
7.2 Countr invites everyone to use its POS, provided that they will not infringe Countr’s IP-rights – or the rights of their suppliers – in any way. In particular, but without limitation, you may not sell, redistribute, transfer, sublicense, copy, modify, decompile, reverse engineer, disassemble, attempt to derive the source code of or create derivative works of (any updates or any part of) the application (except as may be permitted by the licensing terms governing use of any open sourced components included with Countr).
8

Additional provisions for developers

8.1 For developers approved by Countr to develop third-party applications, an authentication key will be provided to access the POS APIs. In addition to the provisions in this Agreement, to which they will be bound, the approved developers will be granted the right to access the APIs and develop applications using the POS features.
8.2 They will:

  1. ensure that their clients abide by the provisions in this Agreement (giving Countr a direct claim against their clients); or
  2. be liable if their clients do not use Countr in accordance with the terms of this Agreement.
9

Confidentiality

You shall at all times maintain the confidentiality of any confidential information acquired, learned from or provided by Countr and shall not disclose it to any third parties (during the term of this Agreement or following the expiration or termination thereof).

10

Termination

10.1 This Agreement shall continue to apply until terminated in accordance with this clause 10.
10.2 You may terminate this Agreement at any time, simply by ceasing to use Countr and, if you use a Paid Service, by canceling your subscription. The termination shall be effective at the end of the then current billing period.
10.3 Countr may terminate this Agreement at any time in case:

  1. you have breached this Agreement in any way;
  2. one or more of Countr’s services – offered by a partner – can’t be delivered to you any longer since the partnership has been terminated;
  3. Countr, in its sole discretion, deems it no longer commercially viable to offer (certain of its) services to you; or
  4. Countr is required to do so by law.
10.4 Notwithstanding termination (and regardless the reason for termination) clause 6 (license by you), 7 (intellectual property), 8 (special provision for independent developers), 9 (confidentiality) and 12 (limitation of liability) shall remain in full force and effect.
11

No warranty

We do our utmost to keep all information correct and up-to-date and provide a great user experience. Not withstanding this effort, Countr is provided to you ‘as is’ and we make no warranty or representation with respect to our services.

12

Limitation of liability

12.1 We shall not be liable, except in case of willful intent or gross negligence of Shopper Concepts or its directors.
12.2 If we are found to be liable, we will never be liable for indirect or consequential damages, including (but not limited to) loss of turnover or profit.
12.3 Shopper Concepts may hire third parties for the execution of its services, without requiring your prior consent. Shopper Concepts shall only be liable for any shortcoming of any of such third party, if and to the extent such third party is liable towards Shopper Concepts and Shopper Concepts has been able to recover such damages from the third party.
13

Miscellaneous

13.1 If a provision of this Agreement is or becomes void (nietig), voidable (vernietigbaar) or otherwise non-enforceable (niet afdwingbaar):

  1. such provision will be deemed to have been replaced with a valid and enforceable provision that most closely mirrors the intent and content of the original provision; and
  2. the other provisions of this Agreement shall remain unchanged.
13.2 If Countr should not always strictly enforce a right under this Agreement this shall not imply that Countr would waive such right.
13.3 Countr may transfer this Agreement in whole or in part to a third party (and you hereby irrevocably and unconditionally consent to such transfer).
13.4 In case of questions Countr can be reached by sending an email to support@countrhq.com. We will be happy to assist.
14

Applicable law and jurisdiction

14.1 Dutch law is applicable to this Agreement.
14.2 A dispute will be submitted to the competent court in Amsterdam.