Please read carefully before using the Service.
I. These Terms of Use (“Terms of Use”) form a legally binding agreement between you (“you”) and CHD EUROPE BV (“CHD”, “we” or “us”). These Terms of Use apply only to the Service and sets out the terms and conditions for your use of the Service.
II. CHD Europe BV is a company incorporated in the Netherlands (Registration No. 73295442) and its registered address is at Kabelweg 22, 1014BB, Amsterdam.
III. III. By signing up for or otherwise using or accessing the Service, you agree to these Terms of Use. If you do not agree to these Terms of Use, you must not sign up for, use or access the Service.
You should keep a record of these Terms of Use for your reference.
In these Terms of Use, the following words shall have the meaning as set out below:
“Service” means the free cloud-based services provided by us via the Website to assist you in analysing the data uploaded to the Service from CHD Point-of-Sale (“POS”) devices used by you. The Service includes any fixes, updates, modifications and enhancements (if any) as may, from time to time, be provided by CHD together with any user documentation and any other written materials. You may upgrade the Service by subscribing to the paid subscription Service (“Premium Service”) for additional functionality.
“Customer Dashboard” refers to the landing page of the Service, accessible upon logging into the Website.
“Intellectual Property Rights” refers to all full global intellectual property and similar related rights in the broadest sense of the term, including copyrights, trademarks, trading name rights, database rights, patents, design rights, know-how and domain names, (or entitlement to same), as well as any future intellectual property rights and applications to acquire the aforementioned or similar rights.
“Personal Data” refers to the information set out in Clause 2 of the Privacy Policy.
“Privacy Policy” means the privacy policy applicable to the Service, which is accessible on the Website, as may be updated from time to time.
“Website” refers to https://myCHD.Cloud and including all country code top-level domain(s), e.g. https://dk.myCHD.Cloud, as applicable to you.
Subject to your compliance with the terms of these Terms of Use, we grant to you a non-exclusive, revocable and non-transferable right to use the Service only in conjunction with CHD POS device(s) which are installed at your premises within the European Union and subject to limitations per Clause 3. If you upgrade to the Premium Service you are required to accept separate terms of use.
3.1 You warrant that the Service will only be used for your internal business operations.
3.2 Your use of the Service is subject to service level limitations which can be found on the Website and which may be changed by CHD at its sole discretion from time to time. You will be notified of any changes via the Customer Dashboard or the email associated with your account. By continuing to use the Service, you are deemed to have accepted any changes.
3.3 You warrant that you will keep your username and password for your account secure. You warrant to use a strong password and ensure that your username and password cannot be discovered by unauthorised third parties. You warrant that you will notify us immediately if your username or password is lost or stolen, or if you believe your account has been accessed by unauthorised third parties.
3.4 You warrant that you will supervise and control the use of the Service and ensure that your employees and representatives comply with these Terms of Use.
3.5 You are under no circumstances allowed to:
a. copy the Service or the underlying software, make alterations to, or modifications of, the whole or any part of the Service, nor permit the Service or any part of it to be combined with, or become incorporated in, any other programs;
b. rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Service or the underlying software;
c. use the Service for any other internal business operations than your own internal business operations;
d. use the Service for any unlawful or illegal purposes;
e. use the Service in any manner that could, or potentially could, damage, disable, overburden, impair or compromise the Service, the security of the Service or the ability of other users of the Service to access and use the Service;
f. use bots or other automated methods to access the Service or to create accounts on the Service;
g. re-sell the Service;
h. disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Service and the underlying software.
3.6 You are under no circumstances allowed to input or store any Personal Data on the Service, other than the categories set out in the table in Clause 2 of the Privacy Policy.
4.1 You acknowledge that all Intellectual Property Rights in the Service (including the software or source code, graphic user interface, texts and images) anywhere in the world (continue to) belong to us or our related companies exclusively and that you have no rights in, or to, the Service.
4.2 You are only entitled to use the Intellectual Property Rights referred to in Clause 4.1 to the extent reasonable and necessary for the use of the Service and in accordance with the Terms of Use and will immediately cease any use as soon as the non-exclusive right to use the Service ends according to Clause 7.
4.3 You shall not do or omit to do anything that infringes or invalidates our Intellectual Property Rights. You shall not remove any indications regarding our Intellectual Property Rights.
5.1 You grant us the right to use or allow the Service to use any data that may be uploaded or stored by you on the Service or otherwise provided by you to us to the extent reasonable and necessary to facilitate the operation of the Service. We will only collect, use or disclose Personal Data as permitted by the Privacy Policy.
5.2 Your account information (i.e., username and password) will be encrypted and we will not be able to decrypt the data. We will not sell any data (including Personal Data) uploaded by you to the Service.
We may change these Terms of Use at any time in our sole discretion and you will be notified of changes via the Customer Dashboard or by email sent to the email associated with your account. Your continued use of the Service constitutes your acceptance of the changed Terms of Use. If you do not wish to accept the changed Terms of Use you must immediately cease using the Service.
7.1 The Service and these Terms of Use shall terminate:
a. At our sole discretion upon your breach of any term of the Terms of Use. In the event that we decide to terminate the Service and these Terms of Use upon such a breach of any term of the Terms of Use, we will provide you with written notice via either the Customer Dashboard or by sending an email to the email associated with your account and upon such notice the Service and these Terms of Use will terminate with immediate effect;
b. upon your upgrade to the Premium Service; or
c. at our sole discretion for any reason whatsoever, including (but not limited to) whether we decide to withdraw the Service from your territory or jurisdiction at our sole discretion. In the event that we decide to terminate the Service and these Terms of Use, we will provide you with thirty (30) days’ notice via either the Customer Dashboard or by sending an email to the email associated with your account.
7.2 On termination for any reason:
a. all rights granted to you under these Terms of Use shall cease; and
b. you must immediately cease all activities authorised by these Terms of Use, including but not limited to accessing and using the Service and any data stored on the Service. However, you shall have thirty (30) days to access the Service for the sole purpose of downloading or making a copy of your data stored on the Service. At the end of the aforesaid period, your data will be deleted from the Service.
7.3 Clauses 4, 5, 6, 7, 8, 9, 10 and 11, shall survive any termination and shall continue in full force and effect notwithstanding the termination of these Terms of Use.
8.1 You acknowledge and accept that:
a. the Service has not been developed to meet your individual requirements, including any particular cybersecurity requirements you may be subject to under any applicable law or otherwise, and that it is therefore your responsibility to ensure that such requirements are met;
b. you are solely responsible for ensuring that the software on your CHD POS device and any devices used to access the Service are kept up-to-date, including but not limited to ensuring that you download and install all updates such as security and functionality updates, and we will not be liable for any direct or indirect loss or damage you may suffer in connection with your failure to keep the software up-to-date;
c. in addition to the updates referred to in Clause 8.1(b), the Service may undergo maintenance from time to time. During the maintenance period or when downloading and/or installing updates, you acknowledge and accept that you may be unable to access or use the Service and we will not be liable for any direct or indirect loss in connection with the same;
d. you are solely responsible for ensuring that your contact information on your account with the Service is kept up-to-date, and we will not be liable for any direct or indirect loss or damage you may suffer in connection with your failure to keep your contact information up-to-date;
e. we make no warranty as to the ability to access or use the Service and the Service is provided on an “as is” and “as available” basis. We have no obligation to solve issues that you may have regarding the Service. Access or use of the Service may be suspended due to circumstances outside of our control, including but not limited to acts of God, laws, acts of governmental authorities, war, riot, disruptions to the Internet or telecommunications and other causes of similar nature;
f. we shall be entitled to transfer our rights and obligations deriving from these Terms of Use to a third party which would acquire the provision of the Service from us or as part of a partial or total transfer of CHD’s activities;
g. we may engage any person, company or firm as a sub-contractor to perform all or any of our obligations under these Terms of Use, provided always that such engagement shall not relieve us from any of our obligations thereunder.
8.2 We will not under any circumstances whatsoever be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with:
a. your failure to access or use the Service;
b. your failure or omission to keep access to your account secure;
c. your failure or omission to keep the CHD POS devices and other devices you use to access the Service up-to-date;
d. your failure or omission to comply with clause 3.6;
e. loss of profits, sales, business, or revenue;
f. any business interruption;
g. any loss of anticipated savings;
h. any loss or corruption of data or information;
i. any loss of business opportunity, goodwill or reputation;
j. any data breach; or
k. any special, indirect or consequential loss, damage, charges or expenses.
8.3 Notwithstanding clause 8.2, our total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with our performance or contemplated performance of the Service and these Terms of Use shall be limited to €1,000.00.
8.4 Nothing in these Terms of Use shall limit or exclude our liability for:
a. death or personal injury resulting from negligence;
b. fraud or fraudulent misrepresentation; and
c. any other liability that cannot be excluded or limited by the laws of the Netherlands.
8.5 These Terms of Use sets out the full extent of our obligations and liabilities in respect of the Service. Except as expressly stated in these Terms of Use, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the provision of the Service which might otherwise be implied into, or incorporated in, these Terms of Use whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
You agree that we shall have no liability whatsoever for any use of the Service by you and/or any third party. You hereby agree to fully and completely indemnify us from any and all claims, damages, losses, liability, costs, and expenses (including without limitation legal fees, disbursements and expenses), arising in any manner from your use of the Service.
Entire Agreement
10.1 These Terms of Use constitute the entire agreement between you and CHD and supersedes and extinguishes any and all previous discussions, negotiations, correspondence, drafts, agreements, promises, assurances, warranties, representations and/or understandings between us, whether written or oral, relating to the subject matter of these Terms of Use.
Waiver
10.2 A waiver of any right or remedy under these Terms of Use is only effective if it is given in writing and signed by the party waiving such right or remedy. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy under these Terms of Use or by law shall not be deemed to constitute a waiver of that or any other right or remedy.
Notices
10.3 Any notice given to a party under or in connection with these Terms of Use shall be in writing in English language. Notices to CHD shall be sent by email to info@chdeurope.com. Any notice to CHD that has not been sent to this email will not be deemed a notice to CHD. Notices to you shall be sent via either the Customer Dashboard or to the email associated with your account. Notices shall be deemed received at the time of transmission.
Severance
10.4 If any term or part of a term of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant term or part of a term shall be deemed deleted. Any modification to or deletion of a term or part of a term under this clause shall not affect the validity and enforceability of the rest of these Terms of Use.
Exclusion of Third Party Rights
10.5 Third parties cannot derive any rights from the Services provided to you nor these Terms of Use.
11.1 These Terms of Use, their subject matter and formation (including any non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the Netherlands.
11.2 The parties shall in the first instance make reasonable best efforts to settle any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with these Terms of Use amicably.
11.3 In the event of a dispute where the parties are unable to settle amicably among themselves, then each party irrevocably agrees that the court of Amsterdam shall have exclusive jurisdiction to settle any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with these Terms of Use.