Seeplus General Terms of Use

These Terms of Use (“Terms”) govern your access to and use of Inovretail’s software-as-a-service (SaaS) solutions, including any software, applications, content, data, information, tools, features, and functionality provided on or through our platform, applications and/or website (collectively, the “Services”).
By accessing or using our Services, you agree to be bound by, and comply with, these Terms and you represent and warrant that you have the right, authority, and capacity to enter into these Terms and to abide by all terms and conditions set forth herein. 
If you do not agree with any part of the Terms, you may not access the Services.
Please read these Terms carefully. They include information about our Services, your rights, and other important information.

Account: The account created by the Authorized User to subscribe and/or Access the Services.

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Authorized User: means an employee of Subscriber who is a natural person, who works within the organization listed on the Services Subscription, and who is designated by Subscriber as a user under these Terms and/or the Subscription. All Authorized Users must: (A) complete the Account registration process using a unique username and password; (B) only access the Services using an email address at the Subscriber’s internet domain; (C) agree to the Terms; and (D) only use the Services on behalf of Subscriber. 

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Inovretail: means Inovretail, S.A., a company incorporated under the laws of Portugal, and/or any of its subsidiaries.

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Subscriber: includes either (A) the entity that entered into (or otherwise assumed obligations related to) a Subscription with Inovretail and made you an authorized user under that agreement, or (B) you, if you are not accessing the Services on behalf of an entity that made you an Authorized User under their agreement with Inovretail. If you are an Authorized User and you are employed by an entity that executed a specific agreement with Inovretail under which you are an Authorized User and the terms related to such order form provide for additional or different rights for your use, those terms providing for additional rights will prevail over these Terms.

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Subscription: The purchase of access to the Services for a specified period.

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User Content: means all data and materials provided by Subscriber and/or Authorized Users to Inovretail for use in connection with and for the provision of the Services, including, without limitation, applications, data files, and graphics.

3.1.    Inovretail the Services via Inovretail’s software-as-a-service (SaaS) solutions, including any software, applications, content, data, information, tools, features, and functionality provided on or through our Seeplus platform, applications and/or website.
3.2.    If Inovretail agrees to provide trial access, such access may be limited to certain subsections of the Services.
3.3.    Inovretail reserves the right, in its sole discretion, to modify, update, enhance, suspend, discontinue, or remove the Services at any time, with or without notice. Inovretail shall not be liable for any such modifications, updates, enhancements, suspensions, discontinuations, or removals of the Services, except as may be expressly required by a separate written service level agreement (SLA) between Inovretail and Subscriber.
3.4.    These Terms are effective upon your use of the Services.
3.5.    No Service Level Commitment. Unless expressly provided in a separate written service level agreement (SLA) between Subscriber and Inovretail, Inovretail makes no guarantee regarding the availability, uptime, or performance levels of the Services. 

4.1.    The Services may include, upon Subscriber’s option, services provided by third party entities. Inovretail acts as a disclosed agent between you and the third-party providers to enable them to provide the third-party services to you. Inovretail does not provide the third-party services itself. All third-party providers are independent third-party entities, registered businesses or other legal entities who are not employed by Inovretail.
4.2.    Before using the services provided by third party entities within the Services, you agree that you have read, understood, and consented to the applicable terms to such services, in addition to these Terms and, in particular, the applicable specific terms and conditions detailed under Appendix 1 of these Terms.
4.3.    Delivery Services. Inovretail enables Merchants to request and obtain delivery services from third-party couriers ("Courier Partners") through the Services. 

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UBER DELIVERY SERVICES

The following terms apply to the delivery services carried out by Courier Partner Uber, in addition and without prejudice of Uber’s applicable terms and conditions to such delivery services:

(a) Delivery Fee. "Delivery fee" means all fees and charges incurred by the Merchant in connection with courier services obtained through the Services, including but not limited to delivery fees, return fees, cancellation fees, waiting time fees, tolls, foreign transaction fees, applicable taxes, and any other charges imposed by the courier or arising from a particular use of the courier services.

(b) Fee Structure. Inovretail will charge the Merchant delivery fees in accordance with the pricing specified in the applicable Order Form, unless different pricing has been expressly agreed in writing between the Merchant and Inovretail.

(c) Product Ownership. The Merchant's Client shall maintain title to each Product until it is delivered to the Customer.

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Country-Specific Uber Delivery Fee Provisions:

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(i) United Kingdom (UK):

Wait Time Fee: £0.40 per minute charged where a courier is required to wait a total of 10 minutes or more from arrival at the pick-up location until the Merchant provides the relevant item(s) for delivery.

Cancellation Fee: £2.00 when the Merchant cancels after courier assignment. If the Merchant's monthly cancellation rate exceeds 3% of total orders, additional conditions or fees may apply as specified in the Order Form.

Return Fee: Equal to the corresponding distance fee for the return journey.

(ii) Spain:

Wait Time Fee: €0.5 per minute for each minute beyond the first 6 minutes after courier arrival at the pick-up location.

Cancellation Fee: €2 when the Merchant cancels after Courier Partner acceptance.

Return Fee: Equal to the corresponding distance fee for return-eligible Orders.

(iii) Portugal:

Return Fee: Equal to the corresponding distance fee for return-eligible Orders when the Customer is unavailable at the delivery location.

(iv) United States:

Wait Time Fee: No penalty unless a refund is requested by the Merchant.

Cancellation Fee: $5 in the event of courier cancellation after a wait of 10 minutes or more, or if the Merchant cancels after courier assignment.

Return Fee: Equal to the corresponding distance fee for the return journey.

(v) Germany:

Wait Time Fee: €0.5 per minute starting from the 11th minute after courier arrival at the pick-up location.

Cancellation Fee: €5 when the Merchant cancels after the Delivery Person is dispatched.

Return Fee: A base fee of €2 plus €0.50 for every 500 meters of delivery distance after a failed delivery.

The above provisions apply in addition to any other terms agreed in the Order Form or otherwise in writing between the Merchant and Inovretail.

5.1.    The Services may only be accessed through registering for an Account and through valid login credentials issued to you by Inovretail (including a Subscription). You agree to (i) provide accurate, current, and complete information during the registration process; (ii) update such information to keep it accurate, current, and complete; (iii) maintain the security of your password and accept all risks of unauthorized access to your Account.
5.2.    Your account username and password are solely for your individual use to access the Services and you may not permit anyone else to use them or your Account. You are responsible for safeguarding your Account access credentials, and for all use of the Services accessed through your Account (including any illicit use of your user ID or password) and for preventing such unauthorized use.
5.3.    If you believe there has been unauthorized access or use of the subscribed Services through your Account credentials, you must notify Inovretail immediately by emailing seeplus.support@inovretail.com 

6.1.    Subject to these Terms and the corresponding Subscription fee payment, we grant you a non-transferable, non-exclusive, revocable, limited right to use the Services for the duration of the Subscription.
6.2.    The Services may only be used for the purposes of Subscriber’s internal business operations. 
6.3.    You agree not to:
•    Use the Services for any unlawful purposes or in a way that violates these Terms.
•    Interfere with or disrupt the integrity or performance of the Services.
•    Transfer, sell, rent, distribute, display, or otherwise disclose any portion of the Services to anyone.
•    Use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology to systematically access, acquire, copy, or monitor any portion of the Services. Additionally, Subscriber may not modify, decompile, decrypt, disassemble or reverse engineer any portion of the Services. 
•    Use the Services content in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer or software program. 
•    To violate - through hacking, password mining, or any other means - the security of the Services or attempt to gain unauthorized access to the Services or Inovretail’s computer systems. 
•    Use the Services in a manner that infringes or violates the intellectual property or proprietary rights of Inovretail or any third party, including, without limitation, the rights of privacy and publicity.
•    Use the Services in any manner that is unlawful or that harms Inovretail. Additionally, Subscriber may not use the Services in any way that is fraudulent, false, or deceptive.
•    Remove or obscure the copyright, trademark, service mark, or other notices contained in the Services, regardless of whether such notices relate to rights possessed by Inovretail, any of its affiliates or any third-party included in the Services. Subscriber may not use the trademarks, service marks, logos, or other proprietary identifiers of Inovretail, its affiliates or any third-party 6included in the Services, without Inovretail’s prior written consent.
 

7.1.    Subscriber will pay all fees listed in the relevant Subscription order (“Fees”) within thirty (30) days of the date of invoice, in accordance with the corresponding payment terms of such Subscription order. Any Fees not paid when due will accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, if less), calculated from the due date until paid in full. If any Fees remain unpaid for more than fifteen (15) days after the due date, Inovretail may suspend access to the Services until all overdue amounts and applicable interest are paid. Subscriber will reimburse Inovretail for all reasonable costs incurred in collecting overdue amounts, including legal fees and collection agency costs. Unless provided otherwise, all amounts paid under these Terms are non-refundable.
7.2.    Subscriber is solely responsible for all applicable sales, use, and other taxes or similar charges or duties incurred in connection with these Terms and the Subscription (collectively, “Taxes”). Subscriber will promptly reimburse Inovretail if Inovretail is required to pay any Taxes for which Subscriber is legally responsible. 

8.1.    Except as detailed below in this Section, Inovretail and its licensors own and retain all right, title, and interest in and to the Services, including all software, algorithms, technology, data, and all intellectual property rights therein. No ownership rights in the Services are transferred to Subscriber under these Terms, except for the limited license expressly granted in Section 6.1.
8.2.    Inovretail does not claim an ownership interest in any User Content not originally sourced from Inovretail, its affiliates, or any of their partners or suppliers, that is separately uploaded by Subscriber or its Authorized Users onto the Services. Subscriber grants Inovretail a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, copy, store, transmit, display, modify, and create derivative works from User Content for the purposes of providing the Services, performing analytics, improving the Services (including training artificial intelligence and machine learning models on an anonymized basis), and ensuring compliance with these Terms. Inovretail may display User Content to Subscriber’s Authorized Users as needed to provide the Services.

9.1.    We may terminate or suspend your Account, Subscriber’s Subscription and access to the Services immediately, without prior notice or liability, if you breach the Terms or any other contractual provision that may be in force at the date of the relevant breach between Subscriber and Inovretail, or in the event of: (a) failure to pay any Fees when due; (b) declined payments or chargebacks; (c) security risks or threats to the integrity of the Services; (d) legal or regulatory requirements; (e) fraudulent, abusive, or unlawful conduct; or (f) account inactivity for a period of twelve (12) months or more.
9.2.    Subscriber may terminate its Account and Subscription at any time through its Account settings, without prejudice of other specific terms Subscriber may have agreed in writing with Inovretail.
9.3.    Upon termination of this Agreement, you must immediately discontinue use of the Services. Sections 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15 and 16 will survive the termination of these Terms.

By using the Services, you agree that you have read, understood, and consented to the terms of our Privacy Policy, which can be found at https://www.inovretail.com/privacy-policy . Inovretail may amend the Privacy Policy at any time without notice, and the amended Privacy Policy will be accessible through the link above.

11.1.    Subscriber represents and warrants to Inovretail that Subscriber has the necessary authority to enter into and perform its obligations under these Terms and that these Terms have been duly authorized and executed by Subscriber.
11.2.    The Services are provided to Subscriber on an “AS IS” and “AS AVAILABLE” basis, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, and Inovretail makes no representations or warranties regarding the nature, quality, functionality, availability, or performance of the Services.
11.3.    Inovretail makes no warranty, express or implied, as to the accuracy of the results that may be obtained as a result of using the Services, and Inovretail expressly disclaims any condition of quality and implied warranties of title, non-infringement, accuracy, merchantability, or fitness for a particular purpose. Without limiting the foregoing, Inovretail does not warrant that the Services will meet Subscriber's requirements or expectations, or that the Services will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected. Inovretail does not warrant that the Services will be compatible with Subscriber's systems or free from viruses or other harmful components. Inovretail specifically disclaims any warranties regarding the accuracy, completeness, or reliability of any data, analytics, algorithms, machine learning, artificial intelligence, or predictive technologies provided through the Services. Subscriber represents that it has not relied upon any warranty or representation made by Inovretail except as specifically stated in these Terms.

12.1.    Subscriber will defend, indemnify, and hold harmless Inovretail and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, costs, reasonable attorneys’ fees, damages, or other liabilities arising out of or relating to: (a) Subscriber's or any Authorized User's use or misuse of the Services; (b) any User Content provided by Subscriber or its Authorized Users; (c) any breach of these Terms by Subscriber or its Authorized Users; (d) any violation of applicable law or third-party rights (including intellectual property, privacy, or publicity rights) by Subscriber or its Authorized Users; (e) any negligence or willful misconduct by Subscriber or its Authorized Users; (f) any disputes with third-party providers, including Courier Partners, arising from Subscriber's or its Authorized Users' use of such services; and (g) any unauthorized access to or use of the Account resulting from Subscriber's or its Authorized Users' failure to maintain the security of Account credentials.
12.2.    Inovretail will (A) promptly notify Subscriber of any claim that would trigger the indemnification obligation in Section 12.1, (B) assist Subscriber, at Subscriber’s expense, in the defense and settlement of the claim, and (C) refrain from settling the claim without Subscriber’s prior written consent so long as Subscriber doesn’t unreasonably withhold or delay such consent. Inovretail can select its legal representation for defense of the claim.

13.1.    Except as expressly agreed otherwise in these Terms, (A) the Services are provided “as-is” and “as available,” and (B) Inovretail will not be liable for any damages incurred by Subscriber that result from Subscriber’s use of the Content.
13.2.    Except for (A) Subscriber’s indemnification obligations under these Terms, (B) Subscriber’s obligations to pay Fees under these Terms, (C) Subscriber’s liability if it breaches the promises contained in Section 11, and (D) Subscriber’s willful misconduct or gross negligence, under no circumstances will either party be liable for any indirect, incidental, special punitive, exemplary, or consequential damages with respect to this Agreement. This categorical limitation on damages applies even if such damages could have been foreseen or prevented.
13.3.    Except for (A) Subscriber’s indemnification obligations under these Terms, (B) Subscriber’s obligations to pay Fees under these Terms, (C) Subscriber’s liability for breaches of Section 11, (D) Subscriber’s willful misconduct or gross negligence, (E) violations of applicable data protection laws, (F) obligations under Section 10 (Privacy), (G) infringement of third-party intellectual property rights, and (H) death or bodily injury caused by negligence, under no circumstances will Inovretail's aggregate liability to Subscriber exceed the lesser of (i) the total amount of Fees actually paid by Subscriber to Inovretail under this Agreement within the twelve (12) months preceding the event giving rise to liability, or (ii) €10,000. For the avoidance of doubt, Subscriber's liability to Inovretail is not subject to any monetary cap.

Inovretail reserves the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice. Inovretail also reserves the right to modify these Terms at any time. Any changes will be effective immediately upon posting the revised Terms. Your continued use of the Services after the posting of changes constitutes your acceptance of such changes.

Inovretail shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, pandemics, labor disputes, failures of internet, telecommunications or power networks, failures of third-party service providers (including Courier Partners), cyberattacks, or other similar causes. Performance of the affected obligations will be suspended for the duration of such event. If any such event continues for more than thirty (30) consecutive days, either party may terminate the affected Subscription or these Terms by providing written notice to the other party.

These Terms shall be governed and construed in accordance with the laws of Portugal, without regard to its conflict of law provisions. The parties will resolve any disputes related to these Terms in the competent courts of Porto, Portugal. Each party consents to the jurisdiction of these courts and irrevocably waives any objection to resolving a dispute related to these Terms in these courts.

(i)    Entire Agreement. These Terms, together with any applicable Order Forms and service level agreements (SLAs) executed by the parties, constitute the complete, final, and exclusive agreement between you and Inovretail regarding the use of the Services, and supersede all prior and contemporaneous agreements, representations, negotiations, and communications, whether written or oral, relating to the subject matter hereof. No terms or conditions contained in any purchase order or other business form submitted by Subscriber shall modify or supplement these Terms or be binding on Inovretail unless expressly agreed in a written amendment signed by an authorized representative of Inovretail. Any amendment or modification to these Terms must be in writing and signed by both parties. No course of dealing, usage of trade, or oral statements by either party shall modify or supplement these Terms.
(ii)    Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
(iii)    Waiver: The failure of any party to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
(iv)    Assignment: You may not assign these Terms or any rights or obligations hereunder without Inovretail’s prior written consent.
(v)    Relationship of the Parties: Nothing in these Terms shall be construed to create a partnership or joint venture between the parties.

If you have any questions about these Terms, please contact us at: 
INOVRETAIL, S.A.
Lugar do Espido – Via Norte, Ed. Tech Hub
4470-177 Maia, Portugal
hello@inovretail.com