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

During the Term, Developer grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence. You may use the App only for your internal business purposes.

You must not:

• distribute, lease, rent, host, sublicense, transfer, sell or export the App;
• modify, reverse engineer, decompile, copy or benchmark the App;
• create derivative works from the App; or
• try to derive its source code.

The licence does not give you rights to intellectual property owned by Developer or any third party. This includes trade marks, service marks, logos and trade dress, unless supplied with the App.

All rights not specifically granted under this Agreement remain with Developer or the relevant third party. This includes all express and implied rights, title, interest and licences in the App.

You must preserve and display all proprietary notices, markings and branding linked to 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 starts when you accept, download, install, copy or use the App. It then continues each month until it is ended. This period is the Agreement’s Term.

3. Suspension and Termination

3.1

Developer may promptly suspend or end your use of the App if:

1. you breach this Agreement;
2. Developer believes your use may damage its reputation or intellectual property rights;
3. Developer suspends or ends an agreement with Clover or another party involved in providing the App;
4. you exceed normal and reasonable use of the App;
5. you experience bankruptcy or insolvency; or
6. you use the App for a fraudulent, illegal or unauthorised purpose, or engage in wilful misconduct involving 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 party will disclose private information about the other party’s business. This includes the terms of this Agreement, technical details, customer lists and operational, strategic or financial information. Together, this is called Confidential Information.

Confidential Information does not include information that:

1. is already public or becomes public through no fault of the recipient;
2. the recipient lawfully held before it was disclosed;
3. was developed independently without using the discloser’s Confidential Information; or
4. came from a third party that had no duty to keep it confidential.

Each party will use and maintain reasonable safeguards to protect the other party’s Confidential Information.

4.2

Either party may disclose the other party’s Confidential Information only:

1. to directors, officers, employees or representatives who need it to meet duties under this Agreement;
2. in response to a court order; or
3. when required by an applicable law, rule or regulation.

4.3

Developer may use information obtained through the App to provide services or carry out research and development. It may also use combined and anonymised information to provide services more widely. All use remains subject to the applicable Laws defined below.

The Salon Manager privacy policy applies to information Developer collects about you or your customers.

4.4

You may provide comments or ideas about the App, including suggested improvements. Developer may also invite you to do so. Together, these are called Ideas.

By submitting an Idea, you agree that:

1. it is not Confidential Information;
2. no express or implied limits apply to its use or disclosure;
3. you claim no rights in it; and
4. Developer does not need to notify or pay you when it uses or discloses it.

You release Developer from all liability or duties linked to receiving, reviewing, disclosing or using any Idea 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 third-party claims that result from your use or misuse of the App, or from your breach of this Agreement.

This covers losses, damages, costs and expenses, including reasonable legal fees. Together, these are called Losses.

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.