General Terms and Conditions

Front Systems AS – Org Nr. 991 083 413
Last updated: 02. Sep. 2019

1. INTRODUCTION

Front Systems develops and delivers web-based business applications (Saas) for retail, focusing on Fashion Retail. The company is leading within its niche and delivers the point of sales systems as well as the back-office system (Portal and FrontZapp), which as whole make up the business application. We provide the retailer control across its value chain, including purchase to sales, process efficiency, and connection to 3rdparty market leading applications. Furthermore, the company is dedicated to adopt to the rapidly changing purchase behaviour of the consumer and continuously develop its systems to strengthen the retailers market position and contribute to growth.

The agreement comprises i) the delivery of the right to use the business application, ii) hardware and iii) services, and the agreement consists of the following:

  1. The offer
  2. The prices for the right to use the business application
  3. General terms and conditions


In the event of a dispute, the content of the agreement shall be prioritized according to the sequence listed above.

Any application or feature which is added to the business application during the term of the agreement shall be subject to these general terms and conditions.

The general terms and conditions are legally binding and shall become effective on the signing date of the offer.

Front Systems reserves the right to update or change the general terms and conditions. Any update or change shall become effective immediately after they are published. Information regarding changes are sent to the email registered as Company Admin in the user profile. The client is responsible to ensure that its user profile is updated at any time.


The general terms and conditions are originally written in the Norwegian language. Any translation of the general terms and condition to a foreign language shall only serve as a guidance. For legal interpretation the Norwegian language shall prevail.

2. SOFTWARE DEVELOPMENT

Our business model is based on SaaS – Software as a Service, where we maintain the hosting for the business application and make it available over the internet. It is our objective to continuously develop and deliver innovative business applications catered to the retailers’ demand, at any time. We reserve the right to update and amend our business application and we shall strive to communicate such updates and amendments to the client.


The users comprise an important function of the development process. We encourage users to provide suggestions for improvements by means of UserVoice, a website catered to feedback on the business application.


We will consider client specific requirements for software development or integrations at our own discretion.

3. INTELLECTUAL PROPERTY RIGHTS (IPR)



Any and all intellectual property rights (IPR), hereunder IPR of the business application with corresponding documentation is the sole property of Front Systems. The client may not change, copy, re-sell or in other manner distribute or govern the business application.


The client is granted a non-transferable, non- exclusive right to use the business application during the term of the agreement, under the conditions that the terms of the agreement are adhered to.


The business application shall not be decompiled, separated, or in any other way partially or complete reconstructed or copied.


The IPR of updates, amendments or additions to the business application belong to Front Systems, including those which are developed for a particular client with or without remuneration. This also apply to knowhow, knowledge, ideas and documentation which is developed and created in cooperation with the client.

Subject to written notice, Front Systems reserves the right to perform an audit of the clients use of the business application as well as the client’s adherence to the agreement.

4. THE CLIENTS DATA AND THE RESPONSIBILITES OF THE DATA PROCESSOR


The client is the data controller and may use the business application to process the consumers personal – and transactional data. The consumer is in this regard considered the data subject of the retailer (whom the personal data concerns which is registered in the system). The client is responsible for compliance of the general data protection regulation (Personopplysningsloven).

The delivery of Front Systems comprises processing of personal data on behalf of the client. The parties are committed to agree on conditions which secure that personal data regarding the client and the consumer is not subject to violation and unwarranted access. The client owns their own data. The data registered in the business application by the clients is considered the client’s property, and the client has unlimited authorization of the data. However, for security and legal reasons, Front Systems reserves the right to, without notice, delete data we consider (i) harmful to the business application or (ii) illegal.

The processing of personal data is conducted with the purpose of delivering the business application to the client and is done in a standardized manner as described here. Else, we shall only process personal data as per client’s instruction, unless otherwise required by the general data protection regulation. Front Systems shall continuously maintain an overview of the data recorded and processed on the behalf of the client (protocol).

Front Systems processes the following data on behalf of the client:

  • Consumer profile containing information which can be connected to individuals, such as name, address, phone number, email. Upon deletion we will retain post number and place to secure demographic analysis of anonymized purchase behaviour.
  • Sales data which is registered on the receipt. Upon disclosure we comprise 36 months.

The persons who are authorized to process personal data at Front Systems are subject to a confidentiality agreement regarding the personal data.

Front Systems guaranties that all processing of personal data according to this agreement is compliant with the general data protection regulation, hereunder that the data processor has implemented technical and organisational measures to ensure i) that the processing of personal data comply to the general data protection regulation and ii) protection of the rights of the data subject.

We facilitate the client’s compliance according to the to the general data protection regulation. This comprise, among others, functionality in the business application allowing the client to respond on the data subjects requests regarding access, amendments, limitation of processing, deletion, and fulfilment of the data subject’s right to request a portable copy of the data collected.

We shall provide the client with sufficient information to prove that the obligations under section 4. in this agreement and the general data protection regulation are adhered to.

We reserve the right to use and transfer anonymized data from the client to third parties for statistical purpose.

Front Systems store data at our cloud computing service supplier. Our current supplier is Microsoft Azure and the client has, by entering into this agreement, provided authorization to allow the supplier process data on behalf of Front Systems. Front Systems has engaged in a data processing agreement with Microsoft which ensures that the processing is compliant with the general data protection regulation. Front Systems shall notify the client in writing in the event we decide to change our supplier, thereby allowing the client to oppose such change. We are committed to utilize suppliers who can guarantee the implementation of technical and organizational measures which ensures compliance with the general data protection regulation. We shall ensure that suppliers enter into agreements which impose the similar obligations with regards to the protection of personal data which is outlined in this agreement. We are fully responsible towards the client with regard to the execution of the supplier’s obligation.

Upon termination of the agreement the client shall, independently utilize the functionality in the business application to export personal data, master data and receipts.

With regards to processing of personal data we shall maintain a security level which is sufficient in context of the risk of processing and we shall protect personal data from destruction, amendments, un-authorized disclosure, or non-authorized access.

For the purpose of support, maintenance and analysis, we will at any time have access to all content at the client side.


At unions in a chain organizations where the members’ store identification in the business application (StoreID) is subject to the same chain identificatory (CompanyID) the client hereby grant authority to i) unlimited systems access for the chains head office and ii) that amendments to these general terms and conditions are communicated to the systems users who are registered with the user role Company Admins, which often does not include the clients store in a chain organisation. The client may, at any time, revoke this authority by issuing written notice to support@frontsystems.no. We will discontinue the access of the head office within due course. Transaction data, master data and consumer registers remain with the original chain organisation.

5. MANAGING BREACH OF SECURITY

In the event of a security breach involving personal data which is processed on behalf of the client, Front Systems shall assist the client to ensure compliance of the clients obligations in accordance with the prevailing regulation protecting fundamental rights and freedom of natural persons, hereunder GDPR article 33, Notification of a personal data breach to the supervisory authority. Front Systems shall inform the client in writing in due course after it has received knowledge of a security breach.

As a minimum, the notice shall

  • describe the type of security breach, hereunder, if possible, the category of and number of registered and personal data which are subject to the breach.
  • contain name and contact details of the affected persons, who can be contacted for further information
  • describe likely consequences of the security breach
  • describe measures implemented or suggested by Front Systems to manage the security breach, hereunder, if relevant, measures to mitigate possible adverse effects related to the security breach.

6. DELIVERY OF THE RIGHT OF USE AND SERVICES


Front Systems is obliged to deliver the service(s) in accordance to the agreement. It is the client’s responsibility to ensure sufficient updated web-browser, internet connectivity, and in general ensure appropriate soft- and hardware to receive the delivery.

Continuous and basic support, hereunder simple guidance and troubleshooting of general issues is included in the subscription fee. Such support applies to our support centre. Any extraordinary support is invoiced on an hour basis as per the hour fees outlined below. Extraordinary support comprise, among others, configuration and master data management, conducted on the client’s request.


Any systems errors shall be reported to support@frontsystems.no. Errors shall be documented in such a manner that we can easily identify the error.

General support does not comprise general training or investigation and correction resulting from incorrect use of the system. Such assistance will be charged on an hourly fee as per our consulting service fee outlined below.


On the client’s request, we may troubleshoot 3rdparty integrations. When necessary, we will contact the 3rdparty integration partner in due course and remain at disposal for assistance, however, we are not responsible for errors or insufficiencies at 3rdparty integration partners. We reserve the right to discontinue any 3rdparty integration, upon prior notice to the client.


We provide general support per phone and email during normal working hours from Monday to Friday from 9am to 5pm. The support comprise assistance in the use of the business application. The support does not comprise assistance in the use of 3rdparty software integrated with our business application.

We provide general support exclusively for the point of sale system as of 5pm to 9pm Monday to Friday and as of 9am to 7pm on Saturday. Furthermore, we strive to provide general support exclusively for the point of sale system during industry specific nationwide opening hours outside the above mentioned general opening hours.


We warrant uptime of 99% per year on our business application. Planned and notified maintenance is not included in the warranted uptime. We strive to execute maintenance during nighttime.


The business application requires that the client runs on the latest version of the operating system to ensure delivery of updates and new functionality. Support on the point of sale is not covered if the hardware is defect or slow due to age and will be charged as consulting services.

The client may procure services from Front Systems as per the hourly fee outlined below. Any complain or dispute regarding the services provided by Front Systems must be notified to us in writing no later than 14 calendar days after performing the services. Such complain or dispute must contain specific and detailed description of the claimed insufficiency. The clients right to complain lapses if the client fails to complain timely. The services may be invoices on a monthly basis with 10 days payment term as of the invoice date.

Current hourly fee for services in NOK exclusive VAT:

  • Training 1 000

  • Consultancy 1 200

  • Development 1 600


7. ONBOARDING

Onboarding expenses shall be paid in advance and we reserve the right to postpone the delivery in the absence of payment or insufficient payment. In the event that the client request changes to the agreed scope of work we reserve the right to revise the chargeable amounts and/ or revise the time schedule. Under any circumstances, Front Systems is entitled to a lien on and all hardware until the full amount is credited to our account. A payment delay beyond 30 days is considered a breach of the agreement and Front Systems reserve the right to terminate the agreement of purchase of hardware and services with 30 days’ notice.

The client is responsible of fulfilling the requirements regarding infrastructure. Additional efforts due to delays caused by the client is chargeable as per the consulting fees outlined above.

The risk of hardware and equipment transfers to the client at the date of delivery.

Hardware is delivered with 12 months warranty, unless otherwise agreed in writing. The warranty period commences on the delivery date. The supplier’s warranty does not cover conditions subject to the client’s risk, such as, but not limited to, accidents, fire, strike of lightning, overvoltage, static electricity, water damage, environment/- climate conditions in breach of the specifications, or damages caused by construction work. The supplier is not accountable for irregular or unauthorized use or use in breach of the user guideline. The supplier is not accountable if the client performs changes, modification, connection of other equipment, maintenance etc. which is not approved in writing by Front Systems.

Any warranty claims related to hardware delivered by Front Systems shall be notified to Front Systems in writing in due course after the issue was detected by the client and within the absolute warranty time of 12 months after delivery. Lack of timely notification will void the warranty.

The supplier covers the cost related to warranty, with the exception of freight and insurance related to transport of the hardware from the client to the address Front Systems advices for the repair. We do not offer the client to borrow replacement hardware.

Support rendered in relation to the warranty is provided during normal working hours. Support may occur outside opening hours and/ or at the customer site, however, under such circumstances as a chargeable service as per the hourly consulting fees outlined above.

In any warrant claim, Front Systems reserves the right to either repair, replace or grant a proportional discount.



8. INVOICING AND PRICE ADJUSTMENT

The right of use is invoiced quarterly in advance and payable within the first day of the quarter. New clients are invoiced for the current quarter as of the date the client receives the username and password to the Portal, pro rata as per the remaining calendar days of the current quarter.

All other invoices are subject to 10 days payment term as of the invoice date, unless otherwise explicitly stated on the invoice or agreed in writing. The funds shall be transferred to Front Systems’ bank account, as indicated on the invoice, unless the receivable is transferred to a debt collector and hence is payable to the debt collector. Delayed payments are subject to interest as per the law governing delayed payment (17. des. 1976, nr. 100).

SMS is invoiced on a monthly basis as per the usage with 10 days payment term as of the invoice date. The current price of SMS is published in the Portal under Customer/ Send SMS. Front Systems reserves the right to adjust the SMS prices at its own discretion. The SMS service comprises i) bulk SMS to customers, ii) SMS-receipts and iii) the initial issuance of the GDPR customer profile (2 SMS).

The prices for the right of use may be adjusted annually 1. January, without notice, in accordance to the year to year change CPI as of November published by the Norwegian statistics bureau. The price for the right of use shall, however, not be adjusted to a level below the prices as per the effective date of the agreement.

Furthermore, Front Systems reserves the right to adjust the prices for the right of use at its own discretion with 3 month written notice.

9. DISCLAIMER

Front Systems is not responsible for any damage or loss, directly or indirectly, caused by error, system limits or other insufficiencies in the business application or in relation to the use of the business application.

For hardware errors, the client may demand reimbursement for documented financial losses as per the general guidelines for reimbursement related to agreements, with the following limitations:

  1. indirect losses and lost data are not reimbursed. Indirect losses comprise, but not limited to, lost profit of any type, losses due to operational interruption, margin losses, and 3rdparty claims.
  2. either party cumulated financial responsibility shall not, under any circumstances exceed 50% of the cumulated price paid for the hardware (excluding VAT).

Furthermore, it is explicitly emphasized that Front Systems is not an advisor for accounting standard, taxes, duties, legal regulations, business processes or similar and we encourage the client to appoint separate professional advice to evaluate such aspects at any time.



10. TEMRINATION AND DURATION

The right to use the business application commence at the date the client receives the username and password (the delivery) and continuous until it is terminated.

Each party may terminate the right to use the business application with 3 months written notice. The client’s termination must be submitted by means of our termination form made available with the link below. The notice period commences from the end of the month of the termination date.

Any add-ons and/ or changes to the subscription automatically adhere to the above mentioned notice period.

https://support.frontsystems.no/hc/no/articles/360022538054-Oppsigelsesskjema

Front Systems reserves the right to terminate the right to use the business application in the event of breach of the agreement or breach of any side agreements with 30 days written notice. Any payments received for any service, hardware or right of use will not be refunded.

In the event of lack of payment, Front Systems reserves the right to discontinue the client’s access to the business application. A payment reminder will be sent to the client 2 weeks after the due date and access will be discontinued 5 weeks after the initial invoice due date.

11. TRANSFER TO THIRD PARTY

Front Systems reserves the right to transfer or by other means transfer all rights and responsibilities applicable to the parties.

12. MARKETING

The parties may use the counterparty logo and name in their respective marketing material and press release. Each party may at any time revoke this consent with 1 month written notice.

13. FORCE MAJEURE

In the event that the delivery, partially or fully, is interrupted or significantly adversely affected due to circumstances beyond the control of Front Systems, the commitment and responsibilities discontinues during the duration of such circumstances. Such circumstances include, but are not limited to, lockout, natural disasters and any circumstance which according to Norwegian law is considered force majeure.

14. SEAT OF ARBITRATION / APPLICABLE LAW

This agreement shall be governed by and construed in accordance with Norwegian law. The parties shall strive to solve disputes by negotiations. If such negotiations do not lead to an agreement within 2 months each party reserves the right to procced with legal action to solve the dispute. The seat of arbitration is Oslo. The correct language for any dispute is Norwegian.

Specific terms and conditions agreed in writing between the parties shall supersede these general terms and conditions.