Terms and conditions

Goals and scope

The supplier's delivery of the Services in accordance with The agreement is covered by the Supplier's terms of delivery, which you can find HERE under "Terms and Conditions".

Front Systems' API will become available to the CUSTOMER in cases where Front Systems does not already have a completed integration/plug-in. Complete integrations/plug-ins are included in the SaaS price.

Supplier agrees to provide and Customer agrees to use the SaaS business applications and related products and services pursuant to the Agreement consisting of the following:

The SaaS Business Application, which includes the features described in Appendix A
Training, which is described in Appendix B
Support Services as described in Appendix C
Hardware, which is described in Appendix D
Installation in store, which is described in Appendix E
SMS services, which are described in Appendix F
Data Protection Agreement

System availability and uptime

Front Systems guarantees an uptime of 99.9% per month on the SaaS business application. Scheduled maintenance of the SaaS business application that is notified at least five days in advance is considered uptime. The supplier aims to ensure minimal interruptions during maintenance. If maintenance is carried out during opening hours, the shops must still be able to sell products through the POS system.

Invoicing and prices

All prices in this Agreement and the Appendices are in a chosen and agreed currency, exclusive of VAT.

SaaS business application is invoiced to the Customer quarterly in advance and the invoice is issued 30 days before the beginning of the quarter with the invoice date and due date set to the first day of the quarter.

If SMS services are used with Front Systems' SMS gateway, the SMS will be invoiced monthly with a 30-day payment period in relation to the number of SMS sent. The current SMS prices appear in Appendix G. Front Systems reserves the right to regulate SMS prices at its own discretion.

Hardware and freight are invoiced with a 30-day payment period from delivery of the hardware.

All other services and products are invoiced with a 30-day payment period from the invoice date, unless otherwise agreed in writing.

The prices for all services under this Agreement may be adjusted annually without notice in accordance with Statistisk Sentralbyrå's annual change in the consumer price index per November, or, if this is repealed, another equivalent public index. However, the prices must not be adjusted to a level below that agreed upon at the time of entering into the contract.

Payment must be made to Front Systems' bank account, as stated on the invoice, unless the claim is transferred to a factoring partner or similar. Late payments are subject to interest under the Late Payment Act (Dec. 17, 1976, No. 100)

Any payment in accordance with this Agreement must be made to the other party net without deduction, apart from any withholding tax. Taxes or charges which must be paid for these payments are borne by the Contracting Party in whose country they are collected.

System requirements and infrastructure requirements

The customer is aware of and accepts that the Solution may at any time be subject to system requirements and infrastructure requirements as described HERE under "Third party terms, system requirements, and service descriptions".

Infrastructure in store

The customer is responsible for the infrastructure in the store, both during the installation work and during operation during the term of the Agreement.

It is the Customer's responsibility to ensure continuous fulfillment of the main requirements set out below, and generally to ensure that the operating system and hardware are capable of running the SaaS business application.

Infrastructure preparation is not part of the installation and must be implemented and tested before the installation can take place. All costs linked to the infrastructure are borne by the Customer.

General network

Each store has a LAN, where communication between devices takes place locally without the need for contact with a central router or similar.
IP address plan with static IP addresses defined for all Front Systems devices in the store. The MAC address of each POS and peripheral device must be set to a static IP address.
A stable broadband line; preferably fiber, minimum 8Mbit/s download and 4Mbit/s upload speed. A 4G router with unlimited data can be used if no other stable internet connection is available at the store location.
Streaming services such as Netflix, Youtube, Spotify and Sonos should not be installed or used on the same iPad as Front Systems POS.
Outgoing ports 443 (HTTPS) and 5671/5672 (AMQP) must be opened in the firewall.

POS

Min. 2 x RJ-45 socket available for receipt printer and bank terminal.
Min. 2 x power outlets.

Label printer

Min. 2 x RJ-45 sockets (standard ethernet/network socket)
Min. 2 x power outlets.

Logistics App (FrontZapp)

WiFi router for network for Logistics app.
Min. 1 x power outlet

Limitation of liability

Neither party shall be liable for any indirect or consequential damages, including Customer's lost profits or lost earnings, lost anticipated earnings, operating losses, loss of goodwill, business interruption, diminished business value or loss of data (except for direct costs associated with data recovery, which the responsible party is required to back up). Cover purchase, the Supplier's lost profit according to the Agreement, the Supplier's increased resource consumption.

Each party's total liability for claims arising under the Agreement during any 12-month period, regardless of whether the claim is based on tort in or out of contract, tort, statute, Article 82 of the Data Protection Regulation or otherwise, shall be limited to an amount which corresponds to 100% of the payments received by the Supplier in accordance with the Agreement for the same period.

Regardless of the above, it is agreed that if the Supplier has paid compensation and/or other amounts to a data subject in accordance with Article 82 of the Data Protection Regulation or Section 3.6 of the Damages Compensation Act, the Customer must indemnify the Supplier for the amount paid, which exceeds the agreed limitation of liability.

The limitations of liability do not limit the party's liability in relation to:

payment of overdue invoices,

losses that cannot be excluded or limited under applicable mandatory laws,

product liability linked to death or bodily injury,

claim made by and finally awarded to a third party that the service infringes intellectual property rights,

breach of confidentiality obligations set out in the Agreement,
gross negligence, willful neglect or fraud.

Copyright

All copyright, including the SaaS business application and associated documentation, belongs to Front Systems. Customer has no right to modify, copy, resell or distribute or otherwise redistribute the SaaS Business Application.

Customer is granted a non-transferable, non-exclusive right to use the SaaS Business Application for the duration of the Agreement, with and subject to the terms and conditions applicable to the Agreement.

The SaaS Business Application may not be fully or partially decompiled, disassembled, or otherwise reconstructed or copied.

Copyright for updates, changes and additions to the SaaS business application belongs to Front Systems, including those developed for a special customer, with or without remuneration. This also applies to expertise, know-how, ideas, concepts and documentation, which have been developed and prepared in collaboration with the Customer.

Either party reserves the right, upon prior written notice or for legal purposes, to evaluate the other party's use of the SaaS Business Application as well as the other party's compliance with the Agreement.

Data Protection Agreement (DPA)

The supplier processes personal data in connection with the delivery of the Solution. The processing is regulated by the Supplier's data processing agreement, which can be found HERE under "Data processing agreements".

Appendix

The annex below is part of this Agreement.

Appendix A: Features of the SaaS Business Application

Appendix B: Training

Appendix C: Support Services

Appendix D: Hardware

Appendix E: Installation in store

Appendix F: SMS Services

Transfer

Each party reserves the right to assign or otherwise transfer all rights and liabilities applicable to that party with the consent of the non-assigning party. Such consent shall not be unreasonably withheld. Either party may terminate this Agreement if such transfer would materially adversely affect the party's business.

No representation

This Agreement shall not appoint either party as representative or legal representative of the other party for any purpose. Neither party shall have the authority to accept or incur any obligations or liabilities, express or implied, on behalf of or in the name of the other party.

Force majeure

If services or services covered by this Agreement are wholly or partially disrupted or adversely affected to a significant extent due to circumstances over which neither party nor their affiliates can reasonably be expected to have control, obligations and responsibilities will cease to apply as long as these circumstances last. Examples of such extraordinary events beyond a party's control include war, rebellion, blockade, natural disasters, strike and lock-out, import restrictions, hyperinflation, robbery and burglary, as well as any situation which, according to Norwegian law, will be judged as force majeure.

Clause on the invalidity of individual provisions

If one or more points in this Agreement or in an annex to the Agreement or in an individual contract entered into under the Agreement have not become part of the Agreement or are declared dead and void, invalid or unenforceable, in whole or in part, this does not affect the validity of the other provisions. The same applies in the case of empty space.

The dead and powerless, invalid or unenforceable provision or the provision that has not become part of the Agreement must in each case be replaced by a provision that is permissible, enforceable and is as close as possible to the content and purpose of the provision in question from a commercial point of view and in accordance with the common views of the parties as well as with the necessary changes in case of legal gaps.

Change of Fronts Systems' subcontractors

Front Systems may change its subcontractors, both named and unnamed, in this Agreement at any time. Front Systems must inform the Customer of such changes as soon as possible.

Confidentiality

The parties agree that the terms of this Agreement as well as all oral and written information exchanged between the parties in connection with the preparation and implementation of this Agreement are considered confidential information. Such information shall be treated as confidential by both parties and, without the written consent of the other party, neither party shall disclose relevant confidential information to any third party, except for information which: (a) is or will be publicly available (other than by unauthorized forwarding via the receiving party), (b) a party is required to forward as a result of applicable law or regulations and stock exchange rules, by order of a court or other public authority or (c) as a party is required to forward to its shareholders, investors, legal or financial advisors, provided that such shareholders, investors, legal or financial advisors are bound by obligations of confidentiality similar to the obligations set forth in this paragraph. Dissemination of confidential information by employees or companies hired by one of the parties is deemed to be the disclosure of confidential information by that party, and the party shall also be held liable for breaching this Agreement. This clause shall also apply after this Agreement is terminated for any reason.

Arbitration Agreement and Applicable Law

This Agreement and the annexes, including purchase agreements between the parties, shall be governed by and construed in accordance with Norwegian law, with the exception of private international law, which may be applicable. This applies to the application of the Convention on Agreements for the International Sale of Movable Property from 1980.

The parties shall attempt to resolve disputes through negotiations. If such negotiations do not lead to agreement (or an acceptable compromise) within 2 months, each party reserves the right to submit the matter to arbitration.

All disputes, disagreements or claims that may arise due to or in relation to this Agreement, including its validity and invalidity as well as breach or termination of the Agreement must be resolved by arbitration. There shall be three arbitrators. Each party appoints one arbitrator, and those arbitrators appoint a conciliator.

This Agreement, its annexes and related Agreements may also be enforced in any court of competent jurisdiction by way of an interim measure such as a temporary injunction or similar remedies to maintain a status quo until a final decision has been reached by an arbitral tribunal.

The arbitration proceedings shall preferably be conducted in Norwegian or, if this is necessary or useful, in English. Place of arbitration is Oslo, Norway.

Documentation and other information

See HERE under "Third party terms, system requirements, and service descriptions."

Appendix A: Features of the SaaS business application at the start of the Agreement

Front Systems' POS app for iPad

General sales and return transactions
Gift card (Front Systems module)

Credit vouchers
Manual discounts
Service order
Card terminal integration
Mobile payment (Vipps integration)
Customer registration
Product search
Product search across stores
Cash handling / cash statement / Z report
SMS receipts
Centrally managed discount rules/campaigns
Support for omnichannel options such as 360-degree customer history, Klik&Hent, BORIS, Endless Aisles, etc.

Back office portal

Product catalog
Goods receipt/purchase order
Retail reporting, including real-time dashboard
Budget loading
User administration, roles and access
POS configuration (receipt text, activation of SMS receipts, etc.)
Search sales transactions

Customer administration
File export of cash statement to accounting system

 Logistics App / FrontZapp App for iOS

Item counting with barcode using camera
Moving goods between stores
Process deliveries/shipments
Check stock across stores

Appendix B: Training

The training of the CUSTOMER is based on a "Train the Trainer program", where Front Systems offers online training of the CUSTOMER's regional managers and super users. Training in Lysaker can also be coordinated with the CUSTOMER at no extra cost during the implementation.

In addition, all users are offered free access to Front Systems' Help Center with eLearning material including support articles and videos: https://support.frontsystems.no/hc/no

The training service covers all Front Systems' products, such as POS, Logistics app and Backoffice.

Costs in connection with travel, board and lodging are invoiced to the Customer.

Appendix C: Support Services

Support is offered in Norwegian and English at 09:00-17:00 Monday to Friday and covers all services related to SaaS business application from Front Systems such as POS, Back office and Logistics app. Furthermore, support is only provided for POS at 17.00 - 21.00 Monday to Friday and 09.00 - 19.00 on Saturdays 10-18 on Sundays, and in nationwide opening hours outside the mentioned general opening hours.

A Service Delivery Manager is included in the SaaS service and the CUSTOMER will be assigned a dedicated Front Systems employee as contact person.

Ongoing and simple support, including simple guidance and troubleshooting in connection with general problems that may arise, is at no cost to the Customer. Such support applies to our customer service center.

Support does not include general training or investigations and correction of errors and defects that have arisen from incorrect use of the system. Assistance in such cases is invoiced according to time spent and according to our hourly rate for consulting services in force at all times. For the moment the price for extra training is Euro 110,- pr. Hour.

Support does not include assistance with the use of third-party software that is integrated into our business system.

We will, at the request of the Customer, troubleshoot integrations with third-party software. If necessary, Front Systems will contact the integration partner within a reasonable period of time and make its assistance available, but we are not responsible for errors and omissions by third parties.

The Supplier can, upon request from the Customer, offer global support 24/7.

Appendix D: Hardware

Purchase of hardware

The Customer can purchase hardware from the Supplier.

The warranty period is 12 months, unless otherwise agreed in writing. The warranty period starts on the delivery date.

This warranty does not cover conditions subject to the Customer's risk, for example, but not limited to, accidents, fire, lightning, overvoltage, static electricity, moisture, water damage, environmental/climate conditions or damage caused by remodeling, installation or construction work. The supplier is not responsible for incorrect or unauthorized use or use contrary to the user manual. The supplier is not responsible if the customer carries out changes, modifications, connection of other equipment, maintenance etc., which have not been approved in writing by Front Systems.

This warranty does not cover: (a) consumable parts such as batteries, (b) cosmetic damage such as scratches, dents and broken plastic on ports, (c) damage caused by use with another product not supplied by the Supplier, (d) damage caused by accident, abuse, liquid contact, fire, smoke, earthquake, flood or other external cause, (e) damage caused by service (including upgrades and extensions) not performed by a representative of Front Systems or an authorized service provider of the product in question, (f) a product modified without the written permission of Front Systems , or (g) if the serial number is destroyed or removed from the Product.

Any warranty claims in relation to hardware supplied by Front Systems must be notified to Front Systems in writing and immediately after the problem is discovered by the Customer and within the warranty period. Failure to notify in time will void the warranty.

The Supplier covers the costs associated with the warranty, with the exception of freight and insurance in connection with the transport of the hardware from the Customer to the address specified by Front Systems for repair/repair. We do not offer loan equipment.

Before shipping hardware, one or more hardware items may be unpacked from the original packaging, configured and repackaged. Therefore, the Customer accepts that one or more of the hardware items may be delivered without sealing.

Prices for hardware and deliveries are always Ex Works (Incoterms, latest version).

RMA Procedure

Any damage or other challenges must be reported to the Supplier's support department to initiate an RMA process. The customer must provide the documentation that may be necessary to facilitate the RMA process. The supplier aims to solve hardware challenges quickly to minimize any downtime in the store.

Pledged

In any case, Front Systems has a lien on all hardware until full payment has been received on our account.

Front Systems' hardware setup

Hardware items and prices valid from February 2023 are described below. We reserve the right to change hardware items and prices from time to time.

Appendix E: Installation in store
The customer completes the installation of the POS in the store. By agreement, the supplier will be able to assist by telephone on the day of installation, if necessary. The supplier can also arrange an external installer at the customer's expense.

Appendix F: SMS Services

The supplier offers SMS services for the possibility of sending a receipt via SMS.

For this Agreement, the price applicable at all times for SMS sending applies.

If the Customer wishes to use a third-party SMS gateway for sending receipts for SMS rather than the included SMS service from Front Systems, this is possible by the Customer using Front Systems' API.
The customer is responsible for carrying out the integration with Front Systems' API.