To be able to register a Buyer Account and use the Ordering App, the Buyer must be a company, organization or other business entity.
These Terms of Service constitute an agreement (the ”Agreement”) between us and the company, organization or other business entity registering a Buyer Account or accessing the Ordering App (“Buyer” or “you”). If you are accessing or using the Ordering App for an organization, you represent that you are authorized to accept this Agreement on behalf of that organization and to bind such organisation to these Terms, and all references to “you” or “Buyer” reference the organization. Buyer acknowledges and agrees that the person who executes this Agreement on its behalf has been authorized to do so and that he or she has the authority to bind Buyer and its Users to this Agreement.
Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms.
IF YOU DO NOT AGREE WITH (OR CANNOT COMPLY WITH) THE AGREEMENT, THEN YOU MAY NOT USE THE ORDERING APP.
If you have any questions regarding the Ordering App or the Agreement, please contact us at email@example.com
In addition to the marked words and expressions above, the following words and expressions shall have the meanings set out below unless expressively stated otherwise in these Terms:
1.1 “User” means any individual who uses the Ordering App on Buyer’s behalf, whether authorized or not.
1.2 “Wholesaler Product Content” means Wholesaler´s product information, e.g. product origin, ingredients and nutrition among others.
1.3 “Wholesaler Products” means the existence, quality, suitability, quantity of Wholesaler product included in an Order.
1.4 “Buyer Data” shall mean data submitted or transmitted by Buyer or User in connection with their use of the Ordering App.
1.5 “Intellectual Property and Intellectual Assets” shall mean all, but are not limited to, intellectual property rights such as trademarks, designs, patents, utility models, copyrights, databases, and all intellectual assets; know-how, graphics, audio-visual combinations, interactive features, trade secrets, data, scripts, and algorithms.
1.6 “Access Point” means the point or points at which Cerve connects the Ordering App to a public electronic communications network.
1.7 “Digital Distribution Stores” shall mean third-party Distribution Stores such as Google maps and Google Play developed by Google LLC, and AppStore developed by Apple Inc.
2. Provision of the Ordering App
Cerve has developed a business to business cloud-based platform that facilitates, simplifies and unifies online purchasing between wholesalers and buyers (the “Platform”).
For a Buyer to be able to place orders with a wholesaler, Buyer needs access to the Ordering App through a Buyer Account. We will provide and allow the Buyer access to the Ordering App in accordance with the terms and conditions of the Agreement.
This Agreement does not grant you any rights to Intellectual Property and Intellectual Assets in or to the Ordering App, any of its components, or our Platform, other than a limited right to use the Ordering App and Buyer Account under the terms of this Agreement.
During the term of the Agreement, we undertake to provide and allow the Buyer and its Users access to the Ordering App at the Access Point.
While the Ordering App facilitates orders and communication between wholesalers and buyers Cerve has no control over and makes no warranties in relation to any wholesaler, Wholesaler Products or any information available to Buyer in a wholesaler’s store in the Ordering App, such as information on prices, delivery slots, methods and wholesaler terms.
Cerve is not a contracting party to any of the orders made between a wholesaler and buyer though the Ordering App and shall thus be considered a third-party supplier in the legal relationship between a wholesaler and the Buyer.
The Service Provider will not charge the Buyer for use of the Buyer Account so long as the Buyer acts in accordance with the terms of the Agreement.
We may immediately deny Buyer or a User access, permanently or temporarily, to the Ordering App or terminate the Agreement, at any time and for any reason.
The Ordering App is provided “as is” and “as available” and we make no warranties in relation hereto if not specifically expressed in this Agreement. Consequently, we do not warrant that the access to and use of the Ordering App will be uninterrupted or error free nor does it make any warranty as to the results that may be obtained from using it.
We will make commercially reasonable efforts to provide continuous access to the Ordering App. We may carry out planned measures that affect the availability of the Ordering App, which is required for technical, maintenance, operational, safety reasons, or other reasons.
The Buyer’s or Users’ access to the Ordering App may also be suspended temporarily for the duration of any unscheduled downtime or unavailability for any reason outside our control, including because of power outages, system or Internet failures, or if it is necessary in order to comply with international and national laws and regulations.
The Buyer is not entitled to compensation resulting from such limitation or lack of access as described in this Section 2.3.
2.4 Registration of Buyer Account
The Buyer registers a Buyer Account by using the invitation link sent to it by a wholesaler or by creating an account on its own initiative. A Buyer Account is to be associated with a valid email address and account credentials. The individual registering the Buyer Account on behalf of Buyer must be at least 18 years old.
The Buyer may not register more than one (1) Buyer Account without our approval. Once a Buyer Account has been registered, you may authorize additional Users to use the Buyer Account on behalf of you and using the same login credentials. This is done by registering them as Users within the Buyer Account. An individual User may also be registered as a “User” with several buyers, if authorized by such buyers.
To register for the Ordering App, create a Buyer Account, and add Users to your Buyer Account, you may be required to submit information such as your full name (first name and last name), email address, and country, basic company information, your role/title, and any other information we deem necessary.
Any User registered within the Buyer Account shall be considered authorized by Buyer to use the Ordering App on behalf of Buyer.
3. Buyer Responsibilities and Acceptable Use
You are responsible for the communication between you and the Access Point. You are also responsible for third party programs such as web browsers, pdf readers, toolbars, anti-virus and firewalls being correctly installed and that they allow traffic to web sites designated by us. You shall ensure that the web browser is kept up to date with the latest version.
The Buyer is furthermore responsible and liable for all activities conducted by it or Users in the Ordering App through the Buyer Account, including without limitation unauthorized user conduct and any user conduct that would violate the acceptable use or requirements of this Agreement.
The Buyer is responsible for maintaining the confidentiality and security of its credentials and may not disclose the credentials to any third party. The Buyer shall take all reasonable steps to prevent unauthorized access to the Ordering, including without limitation by protecting its passwords and other log-in information. The Buyer shall notify Cerve immediately of any known or suspected unauthorized use of the Service or breach of its security.
The Buyer shall comply with all applicable laws when using the Ordering App, including without limitation laws governing intellectual property, trade secrets and the protection of personal data. The Buyer shall also comply with the terms provided by Digital Distribution Stores.
The Buyer shall not in particular cause or permit User or others, to:
- Use the source code from individual service features outside the Ordering App;
- Access the Ordering App to build a competitive product or service using similar ideas, features, functions, source code or graphics of the Ordering App, or to copy any ideas, features, functions or graphics of the Ordering App;
- Disassemble, decompile, reverse engineer or otherwise try to discover the source code of the software, or to create derivative works, compilations, or collective works thereof;
- Remove or alter any copyright or other proprietary notice or legends appearing in the Ordering App;
- Perform or disclose any benchmarking or availability testing of the Ordering App; or
- Perform or disclose any performance or vulnerability testing of the Ordering App without our prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Ordering App.
4. Intellectual Property Rights
Cerve (or our licensors, as the case may be) retains all right, title, and interest in and to the Ordering App, including without limitation the platform and all software used to provide the Ordering App, including associated Intellectual Property. This Agreement does not grant the Buyer any rights to any Intellectual Property and Intellectual Assets in or to the Ordering App or any of its components other than a limited, revocable and non-exclusive right to use the Ordering App in accordance with the provisions in this Agreement.
The Buyer is not allowed to remove, transfer or alter any copyright, trademarks, designs or other appearances in the Ordering App.
Any ideas or suggestions for improving or otherwise modifying the Ordering App and/or any other feedback that you or Users provide to us (“Feedback”) may be freely used, exploited and profited from by us for any purpose and in any manner without compensation to you or User. You hereby assign to us all right, title and interest to Feedback.
5. Buyer Data
We have the right to collect, and process Buyer Data retrieved from the Ordering App for purpose of (i) providing, maintaining, securing, supporting, improving, modifying, and developing the Ordering App and Platform; (ii) compiling aggregated statistics and reports for internal business purposes and/or marketing use; (iii) clarifying misuse or analysing infringements, and (iv) developing and marketing new products and services.
6. Term and Termination
The Agreement is effective from the Effective Date and continues in force until the Buyer chooses to terminate its Buyer Account or until we terminate the Buyer´s access to the Ordering App in accordance with the Agreement.
Termination of the Agreement shall not relieve Buyer of its obligations toward a wholesaler, such as obligation to pay compensation for orders or similar.
7. Changes to the Agreement
We reserve the right to modify this Agreement at any time in by posting revised Terms on cerve.com and within the Ordering App at which time we will update the “Last Updated” date at the top of these Terms.
We will provide you with notice of the modifications by email at least thirty (30) days before the date on which they become effective.
In the case of material changes to the Terms, you may terminate this Agreement by written notice to us no later than 14 days before the effective date of the amendment.
If you do not terminate the Agreement in accordance with the above, you or Users’ continued access to or use of the Ordering App will constitute acceptance of the revised Terms.
8. Additional Terms
We may set additional terms that apply to certain future events, such as policies for a particular activity or promotion, and such supplemental terms will be disclosed to the Buyer in connection with the event. Such additional terms are in addition to and shall be deemed a part of this Agreement.
9. Limitation of Liability and Disclaimers
The Buyer accepts and agrees that the Ordering App is provided “as is” and “as available”.
The Buyer uses the Ordering App voluntarily. The Buyer understands and agrees that the entire risk arising out of its and its Users’ use of the Ordering App remains with the Buyer.
Cerve disclaims, to the fullest extent permitted by applicable law, all representations and warranties, expressed, implied or statutory, not expressly set out in this Agreement.
Consequently, Cerve makes no guarantees including but not limited to; correctness of information relating to a wholesaler, such as Wholesaler Product Content and Wholesaler Products, availability of the Ordering App or that the Ordering App and its connection to the Platform will be uninterrupted or error-free.
Cerve shall not be liable for indirect or incidental damages, including but not limited to lost profits, lost data, personal injury or property damage related to, in connection with, or otherwise resulting from any use of the Ordering App.
10. Warranties by Buyer
You represent and warrant that: (a) you have the full right and authority to enter into, execute, and perform its obligations under this Agreement; (b) you have accurately identified yourself and have not provided any inaccurate information about yourself to or through the Ordering App; and (c) that you shall only use the Ordering App for the permitted purposes as contemplated by the Agreement.
The contents of this Agreement shall supersede all previous written or oral commitments and other undertakings by the parties with respect to its subject matter.
If any provision of this Agreement or part thereof is held to be invalid or otherwise unenforceable, the parties shall agree upon any necessary and reasonable adjustment of the Agreement to secure the vital interests of the parties and the main objectives prevailing at the time of execution of the Agreement, and the remaining provisions of the Agreement will continue in full force and effect.
This Agreement cannot be assigned or transferred by the Buyer without the previous written consent from us. We shall not unreasonably refuse consent.
12. Governing Law
These Terms shall be governed by and construed in accordance with the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with these Terms shall be settled by the Swedish general courts, with Jönköping District Court as first instance.