Clover End-User Licence Agreement

1. The App

1.1

The App provides integration between Clover point-of-sale systems and the Salon Software Solutions Ltd salon management platform (including services provided via Salon Manager Software). The App enables functionality including, without limitation, transaction synchronisation, payment reconciliation, customer data synchronisation, appointment and service tracking, reporting, inventory synchronisation, and automated data exchange between systems.

1.2

Developer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term (defined below) of this Agreement to use the App solely for your internal business purposes. You will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This licence does not grant you any rights to Developer’s (or any other third party’s) trade marks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the App. Developer reserves to itself (or applicable third parties) all right, title, interest, and licence (express or implied) to the App that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of the App.

1.3

The App may update automatically from time to time, and you may be required to accept these updates to continue using the App. Developer may perform maintenance on the App, which may result in service interruptions or delays from time to time. Developer may not support older versions of the App. You are solely responsible for obtaining all equipment and services (including Clover hardware, Clover services, and internet connectivity) necessary to access and use the App.

2. Term

This Agreement commences when you accept or otherwise download, install, copy, or use the App and will continue on a monthly rolling basis until terminated (this period of time is the Agreement’s Term).

3. Suspension and Termination

3.1

Developer may promptly suspend or terminate your use of the App if (1) you breach this Agreement’s terms; (2) Developer believes your use of the App may damage its reputation or intellectual property rights; (3) Developer suspends or terminates its agreement(s) with Clover or any third party involved in providing the App; (4) you exceed normal and reasonable usage for the App; (5) you experience a bankruptcy or insolvency event; or (6) you are using the App for any fraudulent, illegal, or unauthorised purpose, or engage in wilful misconduct with respect to use of the App.

3.2

You may terminate this Agreement at any time and for any reason (without cause) by providing notice to Developer. Your termination will be effective at the end of the then current month or billing period in which you give notice. You will not receive a refund for the billing period in which you terminate this Agreement.

4. Confidentiality, Data, and Ideas

4.1

Neither of us will disclose non-public information about the other’s business, including, without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party’s operational, strategic, or financial matters (together, Confidential Information). Confidential Information does not include information that (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser’s Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. Each of us will implement and maintain reasonable safeguards to protect the other’s Confidential Information.

4.2

Neither of us may disclose the other’s Confidential Information except (1) to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement; (2) in response to a court order; or (3) as required by applicable law, rule, or regulation.

4.3

Developer may use data or information obtained through the App to provide its services, for research and development, or in aggregated and anonymised form to provide services generally, all subject to applicable Laws (defined below). Information Developer collects about you or your customers is subject to Developer’s privacy policy, which is accessible at Salon Manager privacy policy.

4.4

You may provide, or Developer may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) you claim no rights in them; and (4) Developer has no obligation to notify or compensate you in connection with their disclosure or use. You release Developer from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.

5. Account

You will be required to register for an account with Developer to use the App. You will provide accurate information when setting up your account and will maintain your account with current information. You are responsible for establishing safeguards designed to prevent unauthorised access to, disclosure, use, or alteration of your account. You must notify Developer if you discover a security breach involving your account or the App. You are responsible for any unauthorised access arising through your systems or account. It is your responsibility to back up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through your account.

6. Risk Allocation

6.1

The App is provided to you “as is” and “as available.” You are solely responsible for determining if the App meets your needs. Developer disclaims all warranties (express or implied) including, without limitation, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation.

6.2

You will indemnify Developer against any third-party claims for losses, damages, costs, or expenses (including reasonable legal fees) (together, Losses) that result from your use or misuse of the App, or your breach of this Agreement.

6.3

To the extent permitted by applicable law, Developer will not be liable for any loss of profits, revenue, business opportunities, or any indirect or consequential losses.

6.4

Developer’s total aggregate liability will not exceed the amount of fees paid by you during the three months prior to the event giving rise to liability.

7. Communications

You authorise Developer to communicate with you electronically using the contact information you provide (including email or telephone). You are responsible for any charges imposed by your communications provider.

8. Compliance with privacy laws

The App Provider will process Merchant Data in accordance with UK GDPR, the Data Protection Act 2018, and other applicable data protection legislation.

9. Data subject rights – assistance with requests

App Provider will reasonably assist Merchant in responding to data subject rights requests in accordance with applicable Privacy Laws.

10. General

10.4

This Agreement is governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

10.7

You may contact Developer at:

Salon Software Solutions Ltd

Gladstone House, Hithercroft Road, Wallingford, Oxfordshire OX10 9BT
Email: [email protected]
Telephone: 01865649330
Website: Salon Manager Software

1. 1. Define the decisionIdentify what you need to learn from the Clover end-user licence agreement and which business outcome matters.
2. 2. Check the evidenceSeparate published facts and measured information from assumptions or general marketing claims.
3. 3. Apply it to your operationCompare the guidance with your current workflow, responsibilities and costs.
4. 4. Review the resultRecord the decision, monitor the effect and revisit it when the business or evidence changes.