Revised date: 06.09.2023
These GTCs govern the Services (as defined below) to be provided by Liquid Barcodes AS, org. no. 813 816 032 (“LB”)
The particulars of the Services, including the scope and price, will be governed by a separate project description, order form, attachment or similar document.
We may update the GTC from time to time. Our respective rights and obligations are governed by the then current GTC at any time. The updated version will be indicated by an updated ‘Revised’ date and the updated version will be effective as soon as it is accessible. If we make material changes to the GTC, we may notify you either by prominently posting a policy of such changes or by directly sending you a notification.
For the purpose of this agreement, the following terms shall have the following meaning:
“Completion” means the point in time when Liquid Barcodes’ communicates to Customer that the Set up and Integration Services have been completed;
“Dashboard” means Liquid Barcodes’ proprietary web based interface where Customers manage programs and campaigns and access data;
“Order form” means the Order form that has been signed by Customer and LB;
“POS” means Point of Sale;
“Program” means the setup that allows Customer to communicate to its customers repeatedly over time;
“Services” means LB’s performance of work and/or provision of Platform;
“Platform” shall mean LB’s interfaces, API integration points, Dashboard, reporting system, software and similar deliverables.
Subject to Customer’s payment of applicable fees and Customer’s performance of its obligations hereunder, LB shall provide Services relating to Rewards program, Subscription program, C-StorePay, Coupon shop or other related services to the extent expressly specified in the Order form.
LB shall provide the Services with reasonable skill, care and efficiency, and undertakes to allocate sufficient resources in order to fulfill its obligations under this Order form.
Clause 4 – 9 set out the general allocation of responsibilities between the parties relating to the Services.
LB shall perform Services for the purpose of configuring Customer’s account with LB, creating an app and enabling integration between LB’s Platform and Customer’s hardware, software or other equipment, to the extent expressly specified in the Order form. This may include Platform and app development.
Customer shall itself arrange for preparations (including but not limited to modifications and upgrades) of its hardware, software or other equipment if required to enable these to efficiently interoperate with LB’s Platform. This may require Customer to perform parts or whole of the integration activities, unless otherwise specified. Customer is responsible for ensuring that any subsequent modifications of its hardware, software or other equipment does not prevent or impede interoperability with LB’s Platform.
LB will notify Customer on Completion of the Set up and Integration services. Customer shall notify LB of any issues within 30 days after completion of the Set up and Integration Services. In absence of such notification, the Set up and Integration Services shall be deemed approved. Support is billable after this 30 day period.
From the date of Completion of the Set up and Integration Services, LB shall operate the Platform, or parts thereof, to the extent expressly specified in the Order form, provided that appropriate fees have been paid to date for services rendered and monthly licenses.
Unless otherwise is agreed, LB’s operational Services consist of (i) making available a self service dashboard where Customer can provide input to, extract information from and control the use of the Services, such as managing campaigns, (ii) ensuring technical functionality of the parts of the Platform that is not subject to Customer’s responsibility or control (back-end), and (iii) ensuring the agreed availability level of the Platform.
LB commits to the Platform App API and POS API have an availability rate of 99.5% per month. Availability is calculated as follows:
Availability rate = Number of Requests responded to successfully / Total number of requests.
Total number of requests is adjusted for planned downtime and downtime. Total number of requests excludes erroneous requests and requests above workload threshold.
Planned down time shall be performed with 7 days’ notice and shall preferably be performed between 22:00 and 05:00 on weekdays.
LB reserves the right to take immediate measures (including take down the service) without prior consultation with Customer to avoid high-risk, high impact incidents, e.g. imminent Platform failure, fraud, or security breach.
LB shall provide Customer access to data. Data can be accessed via manually downloadable csv files, automatically downloadable csv files via API or visual statistics via dashboard. Extra charges may apply.
When relevant, LB shall operate and maintain the consent opt-in database of program members which is, or will be, established in connection with the Services. This includes registering opt-ins and opt-outs of the database including consent handling. Customer will own such database and have the final regulatory responsibility, such as responsibility for the validity of customers’ opt-in consent.
LB shall upon request supply support Services (including technical follow-up) within working hours (08.00-16.00 CET) on Spanish working days. All enquiries preferably take place via https://support.liquidbarcodes.com/support/home. It is also possible to contact the support services via email: firstname.lastname@example.org or other agreed points of contact.
In addition to the other obligations and responsibilities set out in these GTC’s, Customer undertakes to perform the obligations and to undertake the responsibilities as set out in this Clause 9.
Customer undertakes to allocate enough resources to facilitate LB’s provision of Services and to ensure priority cooperation.
Customer is responsible for managing the program and campaigns through the dashboard This includes, but is not limited to, creating and managing campaigns, consuming data to provide end user support and managing dashboard access.
Customer is responsible for ensuring that LB may efficiently interoperate with third parties, such as grant of access to third party solutions relating to POS integration, to the extent required for the operation of the Services.
Customer is responsible for ensuring that third parties that require credentials to the LB Platform, make any reasonable effort to obfuscate and keep such credentials secret. Third parties must store and distribute these credentials in such a way that minimizes risk of unauthorized access to the LB Platform.
The parties agree that mutual cooperation is required for optimizing the Customer’s result of the Services. Therefore, each party shall respond to requests from the other party without undue delay. Further, joint status meetings shall be held at an agreed frequency for the purposes of assessing the status and discussing future Services.
Upon signing of the Order form, LB has the right to issue a press release, subject to the approval of Customer, to communicate the cooperation agreement in general terms.
In consideration for the Services, Customer shall pay to LB the fees specified in the Order Form. The fees are exclusive of taxes, such as VAT.
The fees shall be in the currency specified in the Order Form.
On each anniversary of the agreement, and upon thirty days prior notice, LB shall be entitled to up to 10% adjustments of its Fees to reflect inflation.
Customer is responsible for any third-party costs such as, but not limited to, POS integration costs from POS vendors, app store registration costs, payment service provider costs.
Intellectual Property Rights include any intellectual property rights, whether registered, non-registered or applied for, including but not limited to patents, designs, trademarks, service marks, copyright, copyright-related rights (neighboring rights), database rights, rights in the nature of unfair competition, and all similar property rights including those subsisting in inventions, performances, computer programs, business names, goodwill, and the layout, style and presentation of goods or services.
LB grants to Customer during the term a limited, non-exclusive, non-transferrable license to use LB’s Intellectual Property Rights pertaining to the Platform solely to the extent necessary to enjoy its rights under this agreement.
Except as expressly specified in the Order form, nothing in the agreement shall be deemed to assign any rights or grant any license to Intellectual Property Rights of either party. For the avoidance of doubt, LB remains the owner of Intellectual Property Rights to the Platform, derivative works thereto, and to any results of the Services.
Confidential Information includes any information, whether in tangible or intangible form, including but not limited to information relating to concepts, methods, techniques, processes, documentation, trade secrets, know-how, results, manuals, software, products, services, offerings, partners and pricing. However, Confidential Information shall not include information which the receiving party can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to the receiving party; (ii) becomes publicly known and made generally available after disclosure to the receiving party through no action or inaction of the receiving party; or (iii) was in the possession of the receiving party without confidentiality restrictions at the time of disclosure by the disclosing party.
Neither party shall disclose any Confidential Information exchanged under this agreement (and during negotiations) to any third party unless required by law. Either party shall however be entitled to disclose Confidential Information on a need-to-know basis to each party’s affiliates, and on a need-to-know basis to each party’s or affiliate’s accountants, auditors, legal counsel and employees, all of which shall agree to be bound by confidentiality undertaking at least as strict as those imposed herein.
The Confidential Information shall not be used for any other purpose than as required to perform the obligations and to exercise the rights under this agreement.
In its performance of the Services, LB may process personal data on behalf of the Customer. For such processing, LB shall be considered data processor, whereas Customer shall be considered data controller. For this purpose, the LB Data Processing Agreement (“DPA”) located at [url] applies.
The parties may use subcontractors for the performance of their respective obligations. The parties are liable for their subcontractors’ performance and remain liable for the fulfillment of the agreement. For the use of subcontractors that access personal data, the DPA applies.
Force majeure includes any event reasonably outside the control of the party which causes delay or which renders it commercially impossible to perform its obligations, including, but not limited to, insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of governmental authority or other competent authority, strike, errors or downtime in networks, power supply, gateway, or similar failures of telecommunication companies.
In a force majeure event neither party shall be in breach of its respective obligations under this agreement. The agreement will however continue to be in force during the period of force majeure.
The Services (including, for the avoidance of doubt, the Platform) are provided “as is”. No warranties, including implied warranties, shall apply for the Service.
The parties undertake to compensate the other party’s direct costs and direct losses as a result of breach of this agreement, provided that the other party takes all reasonable measures to mitigate its costs and losses.
Neither party shall be liable for the other party’s indirect or consequential loss. The total, cumulative liability of each party hereunder, whether based on an action or claim in contract or otherwise, shall be limited to 50.000 EUR. However, these limitations of liability shall not apply if the loss has been incurred as a result of gross negligence or willful misconduct.
In the event of material breach, either party shall have the right to terminate this agreement with immediate effect, provided that the other party has not been capable of remedying the breach within 60 days after receipt of notice of the breach.
Within two weeks after termination, LB shall submit to Customer the customer database.
This agreement shall be governed by and construed in accordance with Norwegian law, and any dispute between the parties shall be subject to the exclusive jurisdiction of the courts of Norway, legal venue to be Oslo.