Terms & conditions

1.2 Definitions

User

A natural person — employed or engaged by the Customer — who is granted the right by the Customer to use the Service for the Customer's internal operations.

Customer

The legal or natural person (restaurant business) that enters into an agreement with Vendion based on the Terms and/or is specified on an invoice from Vendion or a Vendion Partner.

Parties

Collective term for the Customer and Vendion.

Partner

A reseller or partner certified by Vendion.

Service

Vendion's cloud-based point-of-sale system with associated Modules (e.g. Order, Personal, Booking, Marketing, Analytics and AI), applications, documentation, support and any associated Hardware. The Service is provided primarily over the internet.

Module

An add-on function to the Service that is activated separately according to Vendion's price list in force from time to time.

Hardware

Physical equipment that Vendion provides as part of the subscription, e.g. POS computer, receipt printer, control box, kitchen printer and terminals.

Subscription

The Customer's ongoing use of the Service for a monthly fee.

Subscription fee

The fee the Customer pays for the Service according to the price list in force from time to time.

1.3 Special terms

1.3.1 Special terms may apply to certain Modules, functions or types of licence. Such special terms are found, among other places, in section 12.

1.4 Notices

1.4.1 Notices and information about the Service are provided primarily via vendion.com and/or by email to the contact address provided by the Customer. A notice published on vendion.com is deemed delivered when published there. A notice by email is deemed delivered two business days after it was sent. 1.4.2 Material changes to the Terms, fees, termination, suspension or the Service's central functions are notified by email or other direct communication to the Customer. 1.4.3 Notices from the Customer to Vendion regarding the Terms are sent by email to contact@vendion.com. Other contact channels are available at vendion.com.

2.2 Copying and modification

2.2.1 The Customer may not copy the Service or associated documentation beyond what is required for normal use under the Terms. 2.2.2 The Customer may not modify, decompile, disassemble or otherwise attempt to access the Service's source code, other than to the extent permitted by mandatory law (cf. Section 26 g of the Swedish Act (1960:729) on Copyright in Literary and Artistic Works).

2.3 Intellectual property rights

2.3.1 Vendion, or Vendion's licensors, hold all intellectual property rights to the Service, including copyright, trademarks and associated documentation. No intellectual property rights pass to the Customer under the Terms.

2.4 System requirements and further development

2.4.1 Vendion continuously develops the Service and reserves the right to change functions, system requirements and specifications for future versions. Vendion does not guarantee compatibility with operating systems or devices that are no longer maintained by their supplier. 2.4.2 Information in general marketing and product material does not form part of the agreement, as such material is revised on an ongoing basis.

2.5 Subscription term – no minimum commitment

2.5.1 The Subscription begins when the Service is made available to the Customer and thereafter runs until further notice with no minimum commitment period. The Subscription fee is paid monthly in advance. 2.5.2 If the Parties have entered into a separate agreement on financing of Hardware, or have agreed in writing on a specific contract period, that agreement applies instead.

2.6 Termination

2.6.1 The Customer may at any time terminate the entire subscription or individual Modules. Termination is made in writing, e.g. by email to contact@vendion.com, and takes effect at the end of the current paid month. 2.6.2 Vendion may terminate the subscription on three (3) months' notice, except in the cases set out in 2.7. 2.6.3 Subscription fees already paid for the current period are not refunded upon termination.

2.7 Vendion's right of termination in special cases

2.7.1 Vendion may terminate the subscription with immediate effect if the Customer:

• is in default of payment by more than 30 days,
• uses the Service in breach of the Terms, Vendion's instructions or applicable law,
• is declared bankrupt, enters company reorganisation, suspends payments or otherwise can reasonably be considered insolvent, or
• is declared, or can be expected to be declared, by a Swedish or foreign authority to have breached export-control rules.

2.7.2 In the event of non-payment, Vendion may, after reminder and a reasonable grace period, wholly or partly restrict, pause or suspend the Customer's access to the Service until full payment has been made. The Customer's payment obligation remains during such suspension. 2.7.3 Vendion may immediately restrict or suspend access if the Customer's use creates a security risk, risk of damage to the Service, suspected unauthorised use, breach of law or risk to a third party. 2.7.4 Subscription fees already paid are not refunded upon termination under 2.7.1. 2.7.5 Upon termination under 2.7.1, Vendion may also terminate other agreements between the Parties.

2.8 Consequences of the subscription ending

2.8.1 When the subscription ends, the Customer's right to use the Service ceases. Any Hardware provided as part of the subscription must be returned to Vendion in accordance with section 8. 2.8.2 Vendion makes the Customer's data available for export for a reasonable period after termination, normally 30 days, in a structured and machine-readable format where technically possible, e.g. CSV or JSON. Thereafter data may be deleted. The Customer is responsible for exporting in good time the data the Customer wishes to keep.

3.2 Customer's obligations

3.2.1 In order for Vendion to provide the Service and support, the Customer is obliged to:

• follow the Service's documentation and the instructions Vendion provides,
• keep contact details for the Customer and Users up to date,
• protect login credentials and be responsible for what happens through the Customer's and Users' accounts,
• ensure that the Customer's own equipment, internet connection and peripherals not provided by Vendion work,
• read and, where applicable, act on notices in accordance with 1.4,
• pay the Subscription fee on time, and
• otherwise comply with the Terms.

3.3 Vendion's obligations

3.3.1 Vendion is obliged to:

• provide ordinary staffed support on non-holiday weekdays from 09:00 to 17:00, via e.g. email, telephone or chat, unless otherwise stated by Vendion,
• provide digital AI-based support around the clock for guidance, troubleshooting and answers to frequently asked questions,
• monitor the Service platform around the clock with alert handling for operationally critical events,
• receive fault reports,
• with reasonable promptness remedy faults that seriously affect the Service's function, and
• remedy minor faults at the latest in connection with the next version.

Vendion decides how and when a fault is to be remedied, as Vendion has an overview of the consequences of a change. A fault may also be remedied through a temporary solution that makes it possible to avoid the fault.

3.4 Limitations of Vendion's obligations

3.4.1 Vendion's efforts for service and support shall be in reasonable proportion to the fees the Customer pays. If the Parties agree on an on-site service visit, working time, travel time and travel expenses are charged according to the rate in force at the time. Specific service levels, response times or SLAs apply only if expressly agreed in writing.

3.4.2 Vendion's obligations do not include:

• training Users in matters set out in documentation, help texts or other media,
• making customer-specific adaptations to the Service,
• remedying faults caused by third-party software or integrations against the Service's API,
• remedying faults due to circumstances beyond Vendion's control, e.g. power outages, interruptions to the internet or telecommunications, faults in the operating system or faults in equipment not provided by Vendion, or
• compensating the Customer for time spent during operational disruptions or loss of functionality.

4.2 Changes to fees

4.2.1 Vendion may, as of 1 January each year, adjust the fees in line with changes in the consumer price index (CPI). 4.2.2 Vendion may further adjust the fees with regard to general price changes or a changed cost situation. Such an adjustment is notified at least 30 days in advance. If the Customer, within 14 days of the notice, states in writing that the adjustment is not accepted, the subscription ends one month after the Customer's notice reaches Vendion; the previous fee applies during the notice period. If the Customer does not give such notice within the stated time, the adjustment is deemed accepted.

4.3 VAT, additional costs and late-payment interest

4.3.1 VAT is added to the stated prices. Any additional fees, e.g. invoicing and shipping fees, are charged according to the price list in force. 4.3.2 Payment is made against invoice or via the agreed payment method and must reach Vendion no later than 20 days after the invoice date unless otherwise stated. In the event of late payment, late-payment interest accrues in accordance with the Swedish Interest Act (1975:635) together with compensation for reminders and debt-collection costs as provided by law.

4.4 Complaints about an invoice

4.4.1 An objection to an invoice must reach Vendion no later than 14 days after the invoice date, by email to contact@vendion.com.

5.2 Vendion as data processor

5.2.1 When Vendion processes personal data on the Customer's behalf — e.g. data about the Customer's guests and employees handled in the Service — it does so as a data processor in accordance with the Customer's instructions. 5.2.2 Such processing is governed by a data processing agreement between the Parties, which forms an integral part of the Terms. The data processing agreement is provided as an appendix, separate link or otherwise clearly before or in connection with conclusion of the agreement. 5.2.3 Personal data in the Service is stored and processed primarily within the EU/EEA, unless otherwise stated in the data processing agreement or required for a third-party service used by the Customer. Information about Vendion's sub-processors and their processing locations is set out in the data processing agreement or associated sub-processor list.

6.2 Remedy

6.2.1 If the Service deviates from the warranty in 6.1, Vendion shall, after a complaint under 6.3, remedy the deviation with reasonable promptness, by correction or by a measure that allows the fault to be circumvented.

6.3 Complaints

6.3.1 If the Customer discovers that the Service does not meet the warranty, the Customer shall, without undue delay and no later than 30 days after the deviation was discovered, submit a written complaint to Vendion at contact@vendion.com. The complaint shall describe the nature and extent of the deviation and contain the information Vendion needs to reproduce the fault.

6.4 Limitations of the warranty

6.4.1 The warranty:

• applies only if the Customer submits a complaint under 6.3,
• applies only to the latest version of the Service,
• does not cover faults that are insignificant to the Service's function,
• does not mean that Vendion warrants that the Service is suitable for the Customer's specific purpose, or that integrations with third-party products function unchanged when changes have been made to either of the interacting products,
• requires that the Customer uses the Service in accordance with the Terms and Vendion's instructions and that Vendion is continuously given the opportunity to provide service, and
• does not mean that the Service is entirely free from minor software faults (bugs), which can rarely be achieved in the software industry.

7.2 Other limitation of liability

7.2.1 In addition to 7.1, Vendion's liability is limited as follows:

• Vendion's liability for faults in the Service is limited to the warranty under section 6, unless intent or gross negligence is present.
• Vendion is not liable for damage resulting from security deficiencies at the Customer or the Customer's subcontractor.
• Vendion is not liable for damage resulting from planned maintenance or operational disruptions.
• Vendion is not liable for damage attributable to hardware, software or services provided free of charge to the Customer.
• Vendion is not liable for damage attributable to third-party products or services (e.g. card terminals and payment solutions). Vendion shall, however, at the Customer's request, assist in making claims against the third party.
• Vendion is in no case liable for indirect damage, such as loss of profit, loss of production, loss of data or costs for consultants and replacement equipment.
• Vendion's total liability for damages is, unless intent or gross negligence is present, limited to the Subscription fees the Customer has paid during the last twelve (12) months, however no more than SEK 500,000.

9.2 Undertaking

9.2.1 The Parties undertake not to disclose the other Party's Confidential Information to any third party and to ensure that Users and employees observe corresponding confidentiality. Confidentiality applies even after the subscription has ended.

9.2.2 Confidentiality does not cover information that:

• must be disclosed to perform the agreement,
• is or becomes publicly known other than through a Party's breach of contract,
• a Party has received from a third party without being bound by confidentiality,
• a Party has received written approval to disclose, or
• must be disclosed under law, a government decision or a court.

9.3 Reference customer and marketing

9.3.1 Vendion may identify the Customer as a reference customer in marketing, including by using the Customer's name and logo. The Customer may withdraw this consent in writing at any time, after which Vendion shall cease new use within a reasonable time.

11.2 Disputes

11.2.1 Any dispute arising out of the Terms shall be finally settled by arbitration administered in accordance with the arbitration rules of the West Sweden Chamber of Commerce. The seat of arbitration shall be Gothenburg. 11.2.2 Notwithstanding 11.2.1, a Party may bring an action before a general court, with Uddevalla District Court as the first instance, if the dispute concerns a claim not exceeding two price base amounts under the Swedish Social Insurance Code (2010:110) or concerns unpaid invoices.

12.2 Third-party services and payment

12.2.1 Card terminals, payment solutions, card acquiring, SMS, email, BankID/e-identification, financing and certain integrations may be provided by third parties and are subject to the respective supplier's terms. Vendion is not liable for such third-party services' function, availability, fees, price changes or decisions. The Customer is responsible for complying with applicable terms from such suppliers.

12.3 Availability and maintenance

12.3.1 Vendion strives for high availability of the Service but does not guarantee uninterrupted operation. Planned maintenance is carried out, as far as possible, outside normal opening hours and is notified in reasonable time via vendion.com or email.

12.4 Backup and data

12.4.1 Vendion performs regular backups of data stored in the Service in accordance with industry practice as part of normal operations. The Customer is responsible for the accuracy of the data the Customer enters into the Service and is recommended to export critical data on an ongoing basis.

12.5 Customer's regulatory and cash-register responsibility

12.5.1 Vendion undertakes, according to the agreed scope, to provide the Service with functionality that meets applicable requirements in the Swedish Tax Agency's regulations on certified cash registers, including SKVFS 2014:9 and SKVFS 2021:17, through integration with Vendion's CCA or control-unit partner. Vendion's liability under this section is limited in accordance with section 7. 12.5.2 The Customer is responsible for ensuring that the Service is used in accordance with applicable laws and authority requirements for the Customer's business, including rules on cash registers, accounting, taxes, personal data, employment law and alcohol licences where applicable. The Customer is responsible for registrations, reporting, supporting documentation, staff use and ensuring that the Service is not used for manipulation, circumvention of law or other unauthorised handling.

12.6 Changes to the Terms

12.6.1 Vendion may amend the Terms on 30 days' notice. If the amendment is material and the Customer does not accept it, the Customer may terminate the subscription before the amendment takes effect. Continued use of the Service after the amendment has taken effect means that the Customer accepts the amended Terms.

12.7 Beta and preview functions

12.7.1 Vendion may give the Customer access to beta, pilot or preview functions. Such functions are provided as-is, may be changed or removed without prior notice and are not covered by the warranty in section 6, unless otherwise expressly agreed in writing.