Effective Date: 15 March, 2020

1. CONTRACTUAL RELATIONSHIP

This Service Agreement (“Agreement”) is executed between inCust Ltd. (“Company,” “inCust,” “us”, “we”, and “our”), with its principal place of business located in London (United Kingdom) and the Client (“Client”, “you”, and “your”), and governs your access and use of the services (“Services”) that include the inCust Customer Lifecycle and Interactions Management platform (“inCust CLM platform”) offered by the Company.
This Agreement constitutes a binding agreement between the Client and the Company. The Client and the Company together shall be referred to as “Parties”. This Agreement represents the Parties entire understanding regarding the Services and shall govern over any prior oral or written agreement, or discussions, or different additional terms, or conditions of any other non–Company ordering document.
Your access and use of the Services on inCust.com website or via the inCust mobile apps constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between the Client and the Company. If you do not agree to this Agreement, you may not access or use the Services. You guarantee that you have all rights to conduct this Agreement. The Company may immediately terminate this Agreement or any Services with respect to you, or cease offering or deny access to the Services or any portion thereof, at any time in the case of your violation of the terms of this Agreement.

Supplemental terms may apply to certain Services, such as policies, promo codes, etc. for a particular event or activity, and such supplemental terms will be disclosed to you in connection with the applicable Service in the specific rules, policies, etc. Supplemental terms are in addition to and shall be deemed a part of the Agreement for the purposes of the applicable Service. Supplemental terms shall prevail over this Agreement in the event of a conflict with respect to the applicable Services.

Our collection and use of personal information in connection with the Services is as provided in the inCust Privacy Policy located at the Company website.

GENERAL TERMS

Platform – the Customer Lifecycle and Interactions Management platform by inCust (“inCust CLM Platform”) binary (machine–executable) code in electronic, printed or other form that can be distributed and/or used, accompanying documentation (“Documentation”), graphical materials including diagrams, block-schemes, logos, graphic art, sample code in electronic or printed form, batch scripts and configuration files, used to use and/or distribute inCust CLM Platform in parts or in whole.
Product – the Platform in installable form or usable remotely via a Software–as–a–Service (SaaS) model as well as additional software and supplementary services, related to the Platform and its use.
Service – the aggregate of the Platform Software and Databases, which is administered by the Company, and the set of operations, performed by this Platform Software, that allow Merchants to sell Goods, process sales operations, receive payments, keep track of customer purchases, run Loyalty programs, credit and write off Bonus Points, issue and validate Tickets, issue and process Coupons and Certificates, collect feedback from Customers, communicate with Customers, store and process Customer Data, and utilize other publicly available capabilities of the Platform according to the terms agreed between the Parties and Merchants.
Software – a set of instructions in the form of words, digits, codes, schemes, symbols or any other form, expressed in a computer–readable form, that enable it to achieve a certain goal or result.
Database – a properly systematized aggregate of data in the form, readable with the Software.
Customer – a natural person who is 18 years old or elder, who has a full legal capacity, which gives their consent for usage of the Service and provides all necessary information, related to the use of capabilities and benefits of the Service.
Merchant – a duly incorporated legal entity or an individual, which concluded the Service Agreement with the Company or its resellers about the use and maintenance of the Service and provision of supplementary marketing, advertising and informational services, such as SMS, push messaging, etc.. The Client is one of the Merchants.
Customer Data – the information about Customers including the data, provided by Customers when signing up in the Service and the data, collected by the Service during the process of interacting with the Customers on behalf of the Client.
Cell phone number – a valid phone number, associated with the mobile phone service, which is the primary identifier of a Customer in the Service.
Customer E-mail address – a valid e-mail address, controlled by the Customer, which is the primary identifier of this Customer in the Service.
Primary identifier – Cell phone number or E-mail address of a Customer.
Customer Record – a unique data entry in the Service, which contains information that identifies a specific Customer, including but not limited to a cell phone number, email address and other unique identifiers.
Customer Control Panel – a web page on the Site, where Customers can view the services of Merchants, in which they participate, view their Bonus point balance, manage notifications, add and manage Coupons and Certificates, and perform other activities, related to Customer’s use of the Service.
Mobile app for customers – the part of the Platform, installed on the handheld or mobile PC, smartphone, tablet or laptop, which allows Customers to get information related to purchases made by the Customer, accumulated and spent bonus points, received discounts, received and used coupons, and receive push notifications, as well as perform other activities, related to Customer’s use of the Service.
inCust chatbot – the part of the Platform that operates in “question-answer” mode and which interacts with Customers via the instant messaging systems or voice control systems, managed by third-parties.
inCust Terminal – the part of the Platform that allows access and use of the Service by the sales personnel of the Client, which is installed on the handheld or mobile PC, smartphone, data collection terminals, tablet PCs, laptop or placed on the Internet, and access to which is provided from a personal computer or any other equipment of the Client, that interacts with other systems of the Client at the Point of Sale (cash register, POS terminal, accounting or any other system).
inCust Kiosk – the part of the Platform that allows self–authentication, access and use of the Service by Customers of the Client, and which is installed on the tablet devices or laptop computers at the Client’s Points of Sale.
Installable Software – the parts of the Platform that are intended to be deployed to mobile devices and other hardware of the Client or its Customers. This includes Mobile app for customers, inCust Terminal, and inCust Kiosk.
Point of Sale (POS) – a store, pavilion, supermarket, other commercial premises or place, or the place of the rendering of customer services, or an online store at the Client site or in the Mobile app for customers, where customer service operations that involve the Service are conducted.
Goods – merchandise, works and services that can be purchased from the Client.
Purchase – the process of buying or acquisition in another form Goods, offered by the Client, by Customers.
Discount – direct reduction of the charged price, provided by the Client to Customers, when they purchase Goods using the Service.
Bonus points – deferred discount data to be accumulated and used by Customers during consequent purchases that is provided to Customers by the Client while making purchases using the Service.
Fixed bonus points – bonus points that do not expire and are not limited by the minimum total sum of purchase, in which they can be spent.
Promotional bonus points – bonus points that are limited in time or by the minimum total sum of purchase, in which they can be spent, or limited by other terms of use as agreed by the Client and the Company.
Reward points – countable information, expressed in abstract “points”, about certain values or benefits that a Customer is entitled to receive from the Client upon collection of a certain amount of such points.
Customer account – countable information about certain values or benefits that a Customer is entitled to receive from the Client, expressed in units of “Account currency”, which does not constitute any monetary balance.
Loyalty program – a set of rules and conditions that define accumulation and usage of Bonus Points, Reward Points, and Discounts while shopping from Merchants and other services, provided by Merchants, the terms of which are defined by these Merchants in the Business Control Panel.
Coupon – information about the possibility to obtain the incentive offered by the Client using the Service in the form of Goods offered at a privileged price, additional bonus points or discounts credited when purchasing Goods, other benefits, as agreed by the Client and the Company.
Ticket – a particular form of Coupon, which grants its holder the right to use a specific service provided by the Client.
Gift set – a set of one or more coupons, used to top up one or more Customer accounts.
Prepaid card – a collection of Customer accounts, not linked to a specific Customer.
Service plan – the list of one or more functions of the Service and the fees that the Client must pay to use the functions from this list.
Transaction – any operation or operations with Customer Data, performed by the Service, about which one or more records are made in the Database, when such operation or operations include any of the following: (i) crediting or debiting a Customer account, including currency-based, goods-based, and bonus-point-based accounts, or transferring of the amounts, partially or in full, between such Customer accounts of the same or different Customers, (ii) registering a Purchase, made by a Customer, (iii) receiving a payment from a Customer, (iv) issuing a Coupon, a Gift set, or a Prepaid card, (v) processing a Coupon, a Gift Set, or a Prepaid card, (vi) providing a Discount, when such operation(s) is (are) the part of the Services, provided by the Company to the Client. Two or more operations constitute and are counted as one compound transaction, only when such operations cannot be separated without the transaction losing its sense or purpose.
Site – shall mean the following website: incust.com, my.incust.com, business.incust.com, and other sites that belong to or are operated by the Company.
Business Control Panel – a web page on the Company website where the Client can configure its use of the Service, receive itemized reports as well as replenish the Client Account, choose the service plan and define other conditions proposed by the Company for Client’s use of the Service.
Business Record – a unique data entry in the Service, which contains information that identifies a specific Merchant, including but not limited to a list of points of sale, Terminal accounts, and contact information.
Reporting Period – a calendar month, in which the Company provided Services to the Client. The first Reporting Period is the period from the moment when this Agreement has been concluded to the end of the month, in which this Agreement has been concluded. The last Reporting Period is the period from the first day of the last calendar month of the provision of Services to the moment of termination of this Agreement. Time calculations are performed in UTC (Universal Coordinated Time, no summer time adjustment) time zone.
Reporting Month – a calendar month in which the Company provided Services to the Client. The first Reporting Month is the calendar month, in which this Agreement has been concluded. The last Reporting Month is the month, in which this Agreement is terminated. Time calculations are performed in UTC (Universal Coordinated Time, no summer time adjustment) time zone.
Client Account – the advance payment balance in the Service that can be replenished by the money transfer to the Company’s bank account or using the alternative means of payment as the advance payment for Services and which is subject to periodical deduction of the cost of Services as described hereafter.
Advertising partner – a legal entity or individual, which concluded the agreement with Company, different from the Service Agreement, and which allows the Company and Merchants to place trademarks, graphic and text materials that belong to Advertising partner, on the electronic and physical media of the Company in the course of operations of inCust Services, or where an Advertising partner may place trademarks, graphic and text materials that belong to the Company and Merchants, on electronic and physical media of such Advertising partner, as defined by the terms of the above mentioned agreement.

DIGITAL SIGNATURE

By signing up for an account on the Site or by clicking to accept this Service Agreement when prompted on the Site, you are deemed to have executed this Agreement and other terms of service electronically, effective on the date you signed up for the Service or clicked to accept the terms of service. Your sign up for the service constitutes an acknowledgment that you are able to electronically receive, download, and print this Agreement, the other terms of service, and any amendments or attachments.
Customers making purchases from the Client are provided with the terms of service on the Site.

2. THE SERVICES

Subject to the Client’s compliance with this Agreement, the Company provides the Client the services (together referred to as “the Services”), related to using the Service for the purpose of serving your Customers and managing Customer Data, including the use of the inCust Service and provision of supplementary advertisement and informational services, such as SMS, push messaging, etc., and you are obligated to pay for such Services by one of the methods, offered in Business Control Panel.
The inCust Service is designed to perform wide range of operations, related to attracting new Customers, serving Customers at Points of Sale, handling Purchases, done by Customers, distributing of Coupons, Prepaid Cards, and Tickets, performing analysis of Customer Data, and other operations, which are available in the Platform or may be added to the Platform in the future.
The Client may manage and configure settings, setup and obtain Services using the tools, provided in Business Control Panel in the inCust Service, and get the related services from the Company according to this Agreement.
The Sales personnel of the Client at Points of Sale may use inCust Terminal in the course of interaction with Customers of the Client in order to make use of the the Services of the Service.
The personnel of the Client may install inCust Kiosk software at Points of sale and Customers of the Client may make use of the installed instances of Kiosk in the course of using the Service.
The Client gets access to individual Business Control Panel after signing up on the Site and accepting the terms of this Agreement, as stated herein.
The Client specifies the particular services and functions from those provided by the Company under this Agreement by choosing the Service Plan and supplementary services, for each month of service, in the Business Control Panel.
The Services are provided on a monthly basis, starting from the date of signing of this Agreement (signing up of the Client on the Site) and until this Agreement is terminated, as stated herein. The reporting period of provision of the Services is the Reporting month.

3. FEES AND PAYMENTS

The exact price of the Services provided to the Client for the respective month is calculated in accordance with the Service Plan and supplementary services, chosen by the Client in the Business Control Panel for such month.
The Services are provided on the pre–paid basis (100% advance payment is expected).
The Services shall be provided to the Client only (I) after the advance payment to the Company is made and (II) the current amount on the account of the Client is equal to or exceeds the sum that must be charged according to the Service Plan, chosen by the Client, and other services ordered. Herewith, such sum may not be reserved for any other future payments.
The price of Services for the respective month depends on the current Service Plan chosen by the Client in the Business Control Panel, which can include (but not limited to):

• The fee for accessing the Service (“Subscription fee”);
• The Premium technical support fee;
• the fee for Customer accounts, maintained by the Service for the Client, beyond the limit, specified in the Service Plan;
• the fee for Transactions, performed by the Service for the Client, beyond the limit, specified in the Service Plan;
• the fee for sending of SMS;
• the fee for commercial PUSH notifications to Customers, delivered via the inCust mobile app for customers;
• the fee for commercial messages to Customers, delivered via the inCust chat bot;
• other costs as defined in the Service Plan.

The Subscription fee amount depends on the number of Points of Sale, the number of installations of inCust Terminal and Kiosk software, etc.
Detailed options and fees are stated on the Site and can be calculated in the Business Control Panel.
The Client Account balance may be replenished by advance payments using the payment methods, available in the Business Control Panel. The Client is entitled to make advance payments for any future period, chosen in the Business Control Panel.
The Subscription fee and other fees shall be charged in the amounts and at the time, as it shall be stated in the Business Control Panel for the chosen Service Plan.
Invoices shall be provided to the Client in electronic form in the Business Control Panel.
The Company may provide the Client with the possibility to make post–payments for some services. Such option may be granted at the sole discretion of the Company, and the terms of such post–payment option shall be provided by the Company to the respective Client in the Business Control Panel.
The Client acknowledges and agrees that the Company is not a bank or other licensed financial institution and does not provide any banking or financial services to the Client. The Company is not acting as a trustee or fiduciary with respect to the Client’s funds or payments.

4. SIGN UP OF THE CLIENT

To use the Services, the Client must sign up (hereinafter “Sign Up”) at the Site and get access to the Business Control Panel.
To Sign Up, the Client must fill the specific web form, located on the Site, provide the information (hereinafter Client login information), which is requested in the mentioned form, and choose the login and password for accessing the Business Control Panel.

The Company does not check or validate the Client’s login information and is not obligated to do that. However, the Company may refuse to Sign Up any prospective Client at the Company’s sole discretion for any reason or without thereof, and may not be held liable for such refusal.
The Client agrees to provide the accurate, complete and relevant login information. If the Client shall not be able to ensure the accuracy, completeness or relevance of the Client login information, it may cause the inability for the Client to get access to the Services and to use the Services, or result in termination of this Agreement with such Client, which may occur on terms, defined by the Company.
The Client guarantees authenticity of the information (including the Client login information) provided to the Company, and that the Client’s representative (the person, who conducted the Sign Up on behalf of the Client) had all the authority to conclude this Agreement and Sign Up on behalf of the Client and that the Client shall bear full responsibility for the consequences that might occur due to inaccuracy or non–veracity of such information provided or any other breach of this clause.
The Company reserves the right, at its sole discretion, to refuse, suspend, or revoke access of the Client to the Services upon discovery that any information provided by the Client on any form or posted on the Site or the inCust mobile app for customers or other conducted action violates this Agreement, anybody’s rights, or is misleading, causes or may cause any moral or material damage, or which is used for fraud or selfish purposes, which violate the law, or for any other reason or no reason at the Company’s sole discretion.
During Sign Up, the Client confirms and accepts the terms of this Agreement by clicking the corresponding buttons and checkboxes, filling the web forms, entering the data that confirms the Client’s cell phone number and conducting other actions, required in the course of the Sign Up process.

The Client shall be granted access to the Site and to the Business Control Panel on the assumption that the terms of this Agreement are accepted by the Client in the course of the Sign Up process.

The Client’s representative guarantees the adequacy of the information provided to the Company, and their authority to conclude this Agreement on behalf of the Client.

The Client is responsible for all activity and actions, which are conducted in the Business Control Panel under the login credentials of the Client.
The Client agrees to maintain security and secrecy of any details (including, but not limited to login/username and password) that are used by the Client to get access to the Business Control Panel at all times.
The Client may fill the form in the Business Control Panel in order to apply for termination of this Agreement. The Company shall review such application within the period of up to thirty (30) days and in the case of absence of outstanding payment obligations of the Client, shall accept termination of this Agreement starting the date and on terms, determined by the Company.

Herewith, all data and information about the Client, or posted by the Client, including Client login information may be deleted by the Company from any resources, controlled by the Company, including the Site and the Service, at its own discretion and the Company is not obligated to keep such information after this Agreement is terminated.

The Company shall not be liable for possibility or impossibility to use and redeem any types of Bonus Points, Coupons, Prepaid Cards, or other instruments by any Customers of the Client after termination of this Agreement, and the Client shall solve any disputes that arise from such termination with its customers without participation of the Company.

5. WARRANTIES AND OBLIGATIONS OF THE CLIENT

The Client is obliged to:

• Pay for the services under the terms of this Agreement and the Service Plan chosen in the Business Control Panel.
• Use any functionality of the Platform and Service according to their primary purpose and description in the Platform Documentation.
• On the Company’s demand, provide all required documents that confirm identity and authority of the Client to conclude this Agreement, as well as other documents that may be reasonably requested by the Company.
• Provide to its Customers the Terms and Conditions of making Purchases when such Purchases involve the Service.
• Provide to its Customers information about the use of the Service including references to legal information of inCust, and references to the procedure, required to have the Customer accept the terms and express consent to the Public Agreement of Use of inCust Service, presented on the Site.

The Client hereby represents and warrants to the Company:

• The Client is a duly organized entity or person under the applicable law.
• The Client is fully authorized to enter into this Agreement. If the representative conducts the Agreement, such representative has the full power granted by the Client.
• The activity of the Client in connection with this Agreement is not illegal and meets the requirements of any laws and acts, applicable to such relationship at the place of state registration of the Client and the place of business conducted by the Client.
• The Client fully understands that this Agreement will be executed in electronic form with an electronic signature according to the applicable acts and regulations being effective in England, UK.
• The information that is given by the Client, including but not limited to logos, brand name, trademarks does not infringe any intellectual rights of third parties.
• The Client shall follow the rules of advertising and conduct of other marketing activities (such as offering Bonuses, Discounts, Coupons) and provide its services to Customers in accordance with the consumer rights protection laws and any other applicable regulations.
• The Client fully understands and agrees that it is fully and solely responsible for its relationships with Customers, and the Company is not a party in such relationships.
• The Client shall indemnify the Company from any claims arising from this Agreement or the Services provided by the Client to its Customers when such services involve the inCust Service.

6. LICENSES, RESTRICTIONS, AND ACCESS

NOT PROFESSIONAL ADVICE

The Company can provide the Client with advice on how to use the Service efficiently, as well as provide technical support regarding the Service.
The Company may provide online tools and materials to assist Merchants with setup and preparation, serving Customers, handling Transactions, and management of related information and the Company may give recommendations regarding the design and strategy of the related activities.
However, the documents and other materials available through the Services and any advice provided, (collectively, the “Service Materials“) are made available for informational purposes only; they are not guaranteed to be correct, complete or up–to–date, and all final decisions about the design, strategy, and use of any of the Services or other marketing activities will be made solely by the Client.
The Company does not review the Service Materials or any information that the Company provides to the Client for accuracy or sufficiency. The Client understands that provision of the Services does not constitute any guarantee of a particular outcome or otherwise make the Company responsible in any way for the success or failure of any program you undertake in connection with the Services or any issues, related to Customers of the Client.

LICENSE

The Client is being granted a limited, non-exclusive, non-sub licensable, revocable, non-transferrable license to install and use the Installable Software in accordance with the direct functional designation during the Term of this Agreement. The Client is prohibited from distributing the Installable software beyond the Points of sale and places of technical setup and service of the hardware used to run the Installable software, lending or leasing it, granting licenses to third parties, modifying or decompiling the app. The use of the Installable Software is free of charge. All intellectual property rights related to the Installable Software belong to the Company and are protected by law.

TRADEMARKS

The Client may use the trademarks and registered trademarks that belong to the Company

• for the purpose of identifying the use of the Services in the course of handling Purchases or serving Customers in other way;
• to perform marketing and promotional activities that advertise the use of the Service or are in other way associated with the use of the Service by the Client.

Any other use of the trademarks and registered trademarks that belong to the Company requires the Client to obtain the Company’s consent.
The Client is obliged to follow the rules specified in the Trademark Policy that is published on the Site.
The Client is fully liable for any damages that are directly or indirectly caused by the misuse of the trademarks. Such misuse shall be deemed as the material breach of this Agreement.
The Client permits the Company to use the Client’s trademarks, company and/or business names of the Client in marketing and advertising activities of the Company, directly associated with the use of the Service by the Client, during the term of such use.

RESTRICTIONS

The Client may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Product and the Services; (ii) reproduce, modify, create derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Product and the Services except as explicitly permitted by the Company; (iii) decompile, reverse engineer or disassemble the Product and the Services except as may be permitted by applicable law; (iv) invoke or launch any programs or scripts for the purpose of scraping, indexing, surveying, or other data mining of any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (v) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks; (vi) use the Product or the Services, intentionally or unintentionally, in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation; or (vii) institute, assist or become involved in arrangment of any type of attack, including without limitation distribution of a virus, denial of service attacks upon the Product or Service, or other attempts to disrupt the Services.

THIRD PARTY SERVICES AND CONTENT

The Services may be available or accessed in connection with third party services and content (including advertising) that the Company does not control. The Client acknowledges that different terms of use and Privacy Policy may apply to use of such third party services and content.
The Company does not endorse, control or provide such third party services and content and in no event shall the Company be responsible or liable for any products or services.
These third party beneficiaries are not parties to this Agreement and are not responsible for the provision or support of the services in any manner. The access of the Client to the Services using any devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

OWNERSHIP

The Services and all rights therein are and shall remain property of the Company or the property of the Company’s licensors. Neither this Agreement nor the use of the Services by the Client convey or grant to the Client any rights: (i) in or related to the services except for the limited license granted above; or (ii) to use or reference in any manner the Company’s company names, logos, product and service names, trademarks or services marks or those of the Company’s licensors except as permitted by this Agreement.

NETWORK ACCESS AND DEVICES

The Client is responsible for obtaining access to the data network, necessary to use the Services. Mobile network data and messaging rates and fees may apply if the Client accesses or uses the Services from a wireless–enabled device. The Client is responsible for acquiring and updating compatible hardware or devices necessary to access and use the Software and the Services and any updates thereto. The Company does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

CLIENT–PROVIDED CONTENT AND LICENSE

The Company, at its sole discretion, may permit the Client to submit, upload, publish or otherwise make available to the Company and visitors of the Site or users of the inCust mobile app for customers the following content:

• Textual, audio, and/or visual content and information, including commentary related to the services;
• Initiation of support requests;
• Information about the terms of service, provided by the Client to Customers;
• Other content, defined by the Company (together with the above mentioned named “Client Content”).

However, the Company reserves the right to determine the format in which the Client Content shall be uploaded and the allowable size of the files.

If the file size exceeds allowable size or file format is not specified in the list of acceptable file formats, the Client may not be able to upload such files.

By using or accessing the Site or the Services, the Client agrees that the Company can collect and use such content and information in a harmless way, which will not violate anybody’s rights, in accordance with the Privacy Policy as amended from time to time. The Client also acknowledges and agrees that some information about the Client can be used by the Company at its sole discretion.

The Client must maintain copies of all information sent to its Customers using the services or via the communication channels of the Service. The Company does not make any guarantees that there will be no loss of data or the Services will be error–free. The Client is fully responsible for removing all data prior to termination of the Services.

The Company may automatically delete a piece of data that the Client uploads or gives someone else access to, where it determines that that data is an exact duplicate of original data already existing in the Service.
If the Company suspends the provision of the Services because the Client has breached this Agreement, during the term of that agreement, the Company may deny access to the Client Content. If the Company terminates provision of the Services to the Client because of the breach of this Agreement by the respective Client, the Company may delete all Client Content and other data, related to the Client immediately.
Any Client Content provided by the Client remains the Client’s property. However, by providing the Client Content to the Company, the Client grants the Company a worldwide, perpetual, irrevocable, transferable, royalty–free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Client Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and the Company’s business and on third–party sites and services), without further notice to or consent from the Client, and without the requirement of payment to the Client or any other person or entity.
The Client represents and warrants that: (i) the Client is the sole and exclusive owner of all Client Content or have all rights, licenses, consents and releases necessary to grant Company the license to the Client Content as set forth above; and (ii) neither the Client Content nor the Client’s submission, uploading, publishing or otherwise making available of such Client Content nor Company’s use of the Client Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Client agrees not to provide Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by the Company in its sole discretion, whether or not such material may be protected by law. The Company may, but shall not be obligated to, review, monitor, or remove Client Content at its sole discretion and at any time and for any reason, without notice to the Client.

SUSPENSION OF SERVICES

The Company may suspend the Services in the following cases:

• The Client fails to submit the advance payment, sufficient to cover the ongoing fees and expenses as defined this Agreement, in a timely manner;
• The Client breaches the terms of this Agreement.

The Company may make the Services available after suspension within three (3) business days after removing the cause of the suspension and after such removal has been approved by the Company.

DATA COLLECTION

The Client must inform its Customers about the used data collection policies and about the fact that some of Customers’ information is transferred for storage and processing to the Company. Customers agree to the transfer by expressing consent and accepting the Public Agreement of Use of inCust Service, presented on the Site.
The Company’s collection and use of Customer information related to the provision of the Services is regulated by the Privacy Policy, which is the integral part of this Agreement, and by the separate Public Agreement of Use of inCust Service, concluded between the Company and each Customer, whose information is collected.
For the purposes of this section, the Personally Identifiable Information is defined and understood as any information that can identify the individual representatives or personnel of the Client, such as names, cell phone numbers, and e-mail addresses.
By accepting this Agreement, the Client gives its consent to the collection, use, and disclosure of the Personally Identifiable Information in accordance with terms of this Agreement and the Privacy Policy, which is an integral part of this Agreement.
The Company will not sell or otherwise provide the Personally Identifiable Information to third parties or make any other use of the Personally Identifiable Information for any purpose unless required by law or the terms of this Agreement.
The Company may provide the Personally Identifiable Information to the affiliates that provide services to the Company (i.e. payment processors, Website hosting companies, etc.) or partners of the Company. Such affiliates and partners will receive only the information necessary to provide the respective services or fulfill the obligations and will be bound by confidentiality agreements that limit the use of such information to the minimal extent.
The Personally Identifiable Information may be stored by the Company during the whole period of the use of the Service by the Client and for additional three (3) years after the last operation of the Client within the Service is performed. After expiration of the three-year term of Client inactivity, the Personally Identifiable Information is removed from the Business record.
The Client’s representative may request that his or her Personally Identifiable Information is removed from the corresponding Business Record. To fulfill such request, the Company is obliged to anonymize the Business Record and wipe the corresponding Personally Identifiable Information from all media.
The Client’s representative may request that the Company makes his or her Business Record “frozen”. When the Business Record is in the “Frozen” state, its data may not be used in any activity of the Service. In this case, Customers of the Client lose the possibility to utilize the Service when making Purchases from the Client.
The Client understands and agrees that no data except Personally Identifiable Information can be removed from the Service for technical reasons, and agrees that only the Personally Identifiable Information can be removed as defined in this Section.
The Company must fulfill the requests, defined in this Section, or, if permitted by the applicable law, request additional information, needed to fulfill such request. The actions must be performed by the Company within the period, defined in the applicable law, or, if no such period is defined by the law, within 60 days after receiving the request.

SENDING OF MESSAGES

By accepting the terms of this Agreement, the Client consents to receive from the Company messages, delivered via SMS, e-mail, instant messaging systems, and similar communication channels (hereinafter together Messages), intended to to notify about changes in the terms or features of the Service.
The Client may not send or use third-party services for sending of any types of Messages to any Customers without the obtaining the prior consent from such Customers in the proper form as it may be required by the applicable law. In the case of violation of such restriction, the Client shall bear all responsibility that is defined by the applicable law solely, at its cost and without the involvement of the Company.

7. RESPONSIBILITY

DISCLAIMER

The Services are provided “as–is” and “as available.” The Company disclaims all representations and warranties, express, implied, or statutory, not expressly set out in this agreement, including the implied warranties of merchantability, fitness for a particular purpose and non–infringement.
In addition, the Company makes no representation, warranty, or guarantee regarding the reliability, timeliness or availability of the Services, or that the Services will be uninterrupted or error–free. The Client agrees that the entire risk arising out of use of the Services by the Client, including payments for Services, remains solely with the Client, to the maximum extent permitted by applicable law.
The Company does not guarantee the quality, suitability, safety or ability of any Services. The Client agrees that the entire risk arising out of use of the services, and any service or good requested in connection therewith, remains solely with the Client, to the maximum extent permitted by applicable law.

The Company shall not be responsible for the terms of service of any Merchant, operations related to such service and any actions (including, but not limited to calculation of any types of bonus points, discounts, and any other marketing instruments), related to provision of such service. The Company shall not be liable for the proper operation of Points of Sale or lack thereof and proper use or impossibility to use the Installable Software or Service by the Sales Personnel of the Client. The Company is not responsible for any consequences of the use of any advice or content, published on the Site.

The maximum liability of the company cannot exceed 1000 Pounds Sterling, and no Collective claims may be filed against the Company arising from this Agreement.

LIMITATION OF LIABILITY

The Company shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data related to, in connection with, or otherwise resulting from any use of the services, even if the Company has been advised of the possibility of such damages.
The Company shall not be liable for any damages, liability or losses arising out of:

• The Client’s use of or reliance on the Services or the Client’s inability to access or use the Services;
• Any transaction or relationship between the Client and any other Client, even if the Company has been advised of the possibility of such damages;
• Delay or failure in performance resulting from causes beyond Company’s reasonable control;
• Goods that the Client provides in the course of their business activity and services that it offers;
• The Client’s sales personnel lacking the necessary expertise;
• Failure of the Client to obtain licenses or certificates required in any country of operations to perform such operations or use the Services of the Company (if applicable or required by international treaties, state and local laws and other regulations).

INDEMNITY

The Client agrees to indemnify and hold the Company and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with:

• The Client’s use or impossibility to use the Services
  Breach or violation of any clause of this Agreement by the Client;
• The Company’s use of the Client Content;
• Violation of rights of any third parties.

8. DISPUTE RESOLUTION

The laws of England, UK, shall govern all claims and disputes arising from this Agreement without giving effect to any conflicts of law or choice of laws principles or UK Law.
The Parties agree that all disputes between the Client and the Company should be settled by negotiations and the Parties shall make best efforts to regulate the issue by such means.
The Company may, but is not obligated to, assist in any Dispute between Merchants and their Customers, if such dispute involves the Services provided by the Company to the parties of the dispute.

9. OTHER PROVISIONS

CLAIMS OF COPYRIGHT INFRINGEMENT

Claims of copyright infringement may be sent by email to management@incust.com or in paper form to the mailing address, specified in this Agreement.

NOTICE AND AMENDMENT

The Company may give notice by means of stating it on the Site, in the Business Control Panel or by sending it using e–mail.
The Company may amend this Agreement by making an amendment on the Site at least 20 days before such amendment becomes effective. Continuation of usage of the services by the Client after the date of the amendment means its acceptance of the new terms in proper form.

GENERAL

No joint venture, partnership, employment, or agency relationship exists between any of the Company, the Client, and the Customer in the course of this Agreement.

If any provision of this Agreement is held to be invalid or unenforceable under applicable law to any extent, then (a) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of this Agreement.
The Company’s failure to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision.

inCust Client support is provided according to the schedule published on the Site.
The Company is entitled to amend the Service Plan unilaterally via publishing such amendments on the Site within thirty (30) calendar days before the date they become effective. In the case of disagreement with the changes to the Service plan, the Client shall give notice by sending an email to sales@incust.com or in paper form to the mailing address, specified in this Agreement. Such notice must be given no later than ten (10) calendar days before the date the amendments to the Service Plan become effective.
In the case of the Client’s disagreement with the amendments, such disagreement shall be considered as the termination of the Agreement initiated by the Client on terms, stated for the option of termination of this Agreement by the Client, as it is defined in this Agreement.
The absence of the notice of disagreement with the amendments to the Service Plan constitutes the Client’s consent to the amended Service Plan terms.

The questions that arise from this Agreement may be sent to info@incust.com or in paper form to
inCust Ltd.
20–22 Wenlock Road
N1 7GU, London, UK