1. Agreement Basis and Purpose
This agreement outlines the general terms and conditions for the provision of consulting services, the purchase and rental of hardware, and the licensing by tillty ApS to the Customer. It sets the framework for the services and products, including hardware and licenses, to be provided by tillty ApS, based on tillty ApS’s issued proposal.
The proposal details each product and service, including the purchase and rental of hardware, licenses, and support, along with time and price estimates and an anticipated delivery date. Both the agreement and the proposal must be approved by the Customer before delivery can commence.
In the event of any discrepancies between the agreement and the proposal, the proposal shall prevail. This agreement defines the obligations and rights of each party. Establishing a reliable and stable POS system that effectively supports the Customer’s needs is considered a critical and essential aspect of the agreement.
2. Prices and Payment
All prices in tillty ApS’s proposal are stated excluding VAT and are subject to an annual adjustment based on changes in the net price index.
The agreed hourly rate is DKK 995.00 per hour.
For hardware purchases and other accessories, an invoice will be sent to the Customer after delivery with an 8-day payment term. At the beginning of each calendar month, an invoice is issued with an 8-day payment term, covering the previous month’s registered licenses, hardware rentals, and time and resource usage.
In case of delayed payment, a 2% interest rate is applied per commenced month. tillty ApS reserves the right to charge reminder fees and interest according to applicable law.
If the Customer has any objections to the issued invoice, these must be raised no later than 7 days after receipt of the invoice.
3. Software and Licenses
The tillty Point of Sale app is a SAAS (Software as a Service) application that the Customer downloads and installs on supported devices. Licensing and billing for the application occur daily and are based on the number of terminals and locations. This design provides the Customer with complete flexibility to scale up or down as needed, without being bound by long-term contracts.
The license fee varies depending on the chosen support plan and any additional add-ons selected.
A terminal is defined as any device with the tillty Point of Sale app installed. This may include POS terminals, mobile terminals, kitchen, order, self-service, and advertising screens.
The license is billed per terminal, per calendar day from midnight to midnight, and per location where the terminal is activated.
All prices and options will be clearly specified in the provided proposal, ensuring the Customer has full transparency and control over
4. Business Intelligence
If the Customer has opted for Business Intelligence (BI), a monthly connection license per location will be billed. This license includes access to tillty’s Data Warehouse and 50 GB of data usage per month. Any data usage beyond the included amount will be invoiced separately.
For customizations or the development of customer-specific reports, charges will apply based on the current hourly rate.
Minor adjustments and customizations requiring up to 3 hours of work will be completed within a period of 5 business days.
For larger expansions and customizations requiring more than 3 hours of work, an estimate will be provided. This estimate will include information on the delivery timeline for the consulting and development services that tillty ApS will supply.
5. Payment Solutions
tillty ApS provides both physical and online payment solutions, collectively referred to as tillty Pay. tillty Pay requires an acquiring agreement facilitated through tillty ApS in partnership with its subcontractors. Prices and terms for acquiring services are detailed in a separate agreement, which the Customer must sign before delivery can commence.tillty Pay includes three physical and one online payment solution:
• On-Device: A payment terminal integrating both POS and payment functionalities on the same device.
• Off-Device: A payment terminal where only the transaction is sent to the terminal.
• Tap-To-Phone: A payment solution allowing the Customer to process transactions on their own Android 11+ devices with NFC capabilities.
• e-commerce: An online payment solution for integration into webshops and QR ordering. This solution requires a separate acquiring agreement.
On-Device payment terminals are equipped with IoT SIM cards, providing maximum redundancy and data connectivity. The SIM card includes 1 GB of data per month, with any usage beyond this amount billed accordingly.
Both purchase and rental options for payment terminals are available.
The proposal specifies the prices for acquiring services, as well as for purchasing and renting payment terminals.
6. Transactions and Payouts
Worldline serves as the responsible acquiring bank, managing all transactions and handling settlement payouts.
This means that all payment processing and subsequent payouts are conducted through Worldline’s systems.
Due to this division of responsibilities, tillty ApS cannot be held liable for any delays or errors that may occur in relation to transactions and payouts, as these are beyond our control and are exclusively managed by Worldline.
Furthermore, tillty ApS cannot be held financially liable for any loss of revenue the Customer may experience due to technical issues affecting the payment process.
7. General Terms for Hardware
tillty ApS only provides hardware and services to businesses and offers a one-year manufacturer’s warranty on all hardware parts, excluding consumables such as NFC tags, batteries, etc.
If the Customer chooses to procure their own hardware, tillty ApS is not obliged to provide support for these parts and cannot be held liable for any operational impact on the installed software. The Customer is responsible for ensuring correct electrical and network installations.
Rental and Responsibility for Hardware (Short- and Long-term Rentals)
When renting hardware, the Customer is required to either obtain or be able to present appropriate insurance coverage for IT equipment. Damages not covered by the manufacturer’s warranty will be billed according to current sales prices.
Hardware rentals may be terminated after 36 months with three months’ notice, effective at the end of a month, after which the equipment and accessories are to be returned to tillty ApS in substantially the same condition. Any damage beyond normal wear and tear will be billed at the current sales prices.
Under a rental agreement, the Customer cannot dispose of (sell, lease, pledge, etc.) tillty ApS’s equipment and installations and must not tamper with them. The Customer is liable for damage to tillty ApS’s equipment and installations caused by the Customer or any party under the Customer’s responsibility, according to general Danish liability rules.
The Customer bears the risk of theft, loss, and accidental damage, such as fire damage, water damage, and short-circuiting of tillty ApS’s equipment. In such cases, the Customer must compensate tillty ApS for any losses incurred.
Delivery and Installation
If the Customer requests installation of the agreed equipment, this will be billed according to the current hourly rate. Delivery is considered complete once the equipment has been handed over to the Customer or their representatives.Delivery and installation are contingent upon approval and signing of the proposal, payment of all agreed hardware, installation, and start-up fees, and adequate wired internet and power at the location.
If these requirements are found non-functional upon installation, tillty ApS reserves the right to charge for the technician’s time and travel for an unsuccessful visit, and installation will be rescheduled.
8. Web Service Agreement
tillty ApS commits to working with the Customer to service and expand the delivered solution and platform.
Minor expansions, adjustments, and issues requiring less than 3 hours will be completed within 5 business days.
For larger expansions, adjustments, and issues exceeding 3 hours, an estimate will be provided, including a delivery timeline for the consulting and development services that tillty ApS will supply.
In the event of critical errors, corrections will begin within 4 hours.
All updates to the delivered web solution, OS, platform, and modules will be performed according to the hosting provisions.
If any components of the delivered web solution become outdated during the term of the agreement, the Customer will be notified in writing at least 3 months before the phase-out begins. In most cases, alternative components will be available to replace those being phased out.
9. Support Agreement
tillty ApS commits to providing support within the agreement’s framework to assist the Customer in using the delivered solution.
Support does not include development, bug fixes, or any other consulting services related to the delivered solution.
A maximum of two individuals from the Customer’s organization will be designated as contact persons who may reach out to tillty ApS during regular business hours, Monday to Friday from 09:00 to 17:00, with support-related inquiries.
If the Customer has chosen an enterprise agreement and requires urgent support between 17:00 and 21:00, the Customer’s designated contact persons may reach tillty ApS via a separate VIP support number provided in the proposal.
Contact Information:
Email: [email protected]
Phone: +45 81 100 130
10. Hosting Agreement
Website and webshop solutions provided by tillty ApS are hosted on a redundant and fully scalable Software as a Service (SaaS) platform, offering the following benefits:
• Continuous updates of the platform and associated components
• Automatic daily backups
• Dynamic management of firewall and Web Application Firewall
• One SSL certificate per domain
• Content Delivery Network (CDN) for static content, such as images and files
• Full monitoring of platform and applications
• Error correction in the event of downtime
• Automatic scaling of resources based on demand
The monthly hosting agreement includes:
• 100,000 pageviews
• 1 GB of inbound and outbound traffic
• 2 GB of space for static content
Customers using additional traffic will be notified, after which a proposal will be prepared for expanded traffic or storage capacity.
tillty ApS strives for 100% uptime but reserves the right to perform updates with minimal operational disruptions. These updates are generally scheduled during low-traffic periods on the Customer’s solution, unless they involve security updates or other critical adjustments.
Unless otherwise specified in the proposal, tillty ApS manages hosting for the Customer’s web solution.
The hosting fee is defined in the proposal and billed monthly in arrears.
The hosting agreement may be terminated with three months’ notice, effective at the end of a month.
11. Service Level Agreement (SLA)
This SLA outlines the services provided by tillty ApS in relation to SAAS solutions and hosting services.
This SLA remains valid as long as the Customer is not in arrears with payments to tillty ApS.
The following events are excluded from this SLA:
• Distributed Denial of Service (DDoS) attacks
• Force majeure
• Events resulting from the Customer’s own updates
• Legal requirements
Uptime
The period during which the Customer’s solution is accessible from the internet.
An uptime of 99.9% is guaranteed. This is calculated over a calendar quarter as the percentage ratio of realized downtime to theoretical maximum uptime. Theoretical maximum uptime is defined as all hours of the day, every day of the week, excluding time for maintenance windows and potential downtime due to backup operations.
Maintenance Window
The period during which tillty ApS updates and maintains software.
tillty ApS reserves the right to perform updates with minimal operational disruptions. These updates are generally scheduled during times of low traffic on the provided solutions, unless they involve security updates or other critical adjustments. The maintenance window is variable, with a maximum of 45 minutes per day.
Downtime
The period during which the Customer’s solution is not accessible from the internet.
If the delivered SAAS or hosting services fall below the guaranteed 99.9% uptime within a given calendar quarter, the Customer is entitled to a refund calculated as follows:
Quarterly price for hosting or service * (99.9% – actual uptime %)
tillty ApS cannot be held liable for any direct or indirect operational loss, consequential damages, or loss of profit of any kind arising as a result of reduced uptime.
12. Data
12.1 Personal Data: tillty ApS processes the Customer’s personal data to deliver the service and handle inquiries related to the Customer’s purchase/agreement. Processing is conducted in accordance with tillty ApS’s privacy policy. The Customer may request access to the stored data and how it is processed at any time. tillty ApS ensures that all personal data is stored securely and handled confidentially.
12.2 Confidentiality: Technical information, rights, etc., developed by or owned by tillty ApS may not be disclosed or used by the Customer without written consent, even if the agreement is terminated. tillty ApS is committed to handling all information received from the Customer with the utmost confidentiality and discretion.
12.3 Data Ownership and Storage: The Customer owns all data stored by tillty ApS or stored via its hosting on the Customer’s behalf. If the Customer wishes to retain access to their data beyond the rental period, they may subscribe to a recurring subscription at the current monthly rate per terminal. tillty ApS stores data in compliance with applicable laws and ensures access is limited to authorized personnel.
12.4 Data Requests: The Customer has the right to request access to, correction, or deletion of their personal data. Requests will be handled by tillty ApS within a reasonable timeframe and in accordance with applicable law.
12.5 Non-Disclosure: tillty ApS commits to handling all information regarding the Customer, including trade secrets and personal data, with full confidentiality. tillty ApS will not disclose such information to third parties without the Customer’s express written consent unless required by law. All employees handling the Customer’s data are bound by confidentiality agreements.
12.6 Data Security: tillty ApS has implemented comprehensive security measures to protect data against unauthorized access, modification, disclosure, or destruction. These measures include encryption, access controls, and regular security audits.
12.7 Amendments to Sales Data: tillty ApS will not make adjustments to the Customer’s sales data without written consent from the Customer. Any such changes must also comply with applicable laws and tax authority regulations for processing sales data.
12.8 Data Breach: In the event of a data breach, tillty ApS will promptly notify the Customer and relevant authorities if required and will take necessary actions to mitigate the impact of the breach.
13. Estimates
tillty ApS strives to provide thorough and accurate estimates. However, unforeseen challenges may arise during the development of customer-specific tasks, which may lead to adjustments in the estimates.
The Customer will be regularly informed about the progress, and if the total estimate exceeds the initial amount by more than 10%, an addendum to the current proposal will be prepared.
For minor tasks requiring less than 15 hours, the Customer will not be charged for estimates.
14. Delays
In the event of significant delays, tillty ApS can only be held liable if the Customer has submitted a written demand regarding the delivery with a notice period of at least 30 days, and the delivery has not occurred by the end of this notice period.
All licenses belong to the licensor, and the Customer has usage rights to these only for the duration of the agreement.
15. Rights
The Customer retains rights to data, images, and other uploaded content.
All rights to platforms, frameworks, modules, and rented hardware provided by tillty ApS remain with tillty ApS, and the Customer has only usage rights to these for the duration of the agreement.
Rights to third-party components belong to the third party, and therefore the Customer has only usage rights to these for the agreement’s duration.
All licenses belong to the licensor, and the Customer has usage rights to these only for the duration of the agreement.
16. Deficiencies
In the event of deficiencies in the agreed services, tillty ApS reserves the right to either replace or supplement the agreed services or provide the Customer with a proportional reduction.
17. Liability and Disclaimer
tillty ApS is committed to not disclosing or publishing any trade secrets about the Customer that it may become aware of through its work with the Customer. All non-public information is considered a trade secret.
tillty ApS cannot be held liable for matters arising from the Customer’s failure to fulfill their obligations under the agreement, including if the Customer has not provided necessary and sufficient information for tillty ApS to complete the task.
It is the Customer’s responsibility to ensure their requirements are correct and sufficiently defined in the proposal.
The Customer is responsible for ensuring that their content complies with Danish law and that they possess the necessary copyright permissions. tillty ApS cannot be held liable for any third-party claims arising from the Customer’s use of the delivered service, including claims of alleged infringement of third-party rights.
tillty ApS is responsible for ensuring that the provided platforms, frameworks, and components comply with Danish law and do not infringe upon copyright.
18. Termination and Postponement
Once a proposal is approved by the Customer, the project commences and is thereafter irrevocable by both parties until the defined services have been delivered, based on the conditions outlined above.
If the Customer chooses to postpone the delivery of the agreed services and/or products, tillty ApS reserves the right to demand payment for products and/or services and any expenses that have been pre-allocated to the Customer.
Termination must be done in writing, after which the Customer’s account will be settled, and any outstanding amounts will be reconciled between the parties.
19. Compensation
The parties are liable for compensation according to the general rules of Danish law. However, neither party may claim compensation for operational losses, loss of profit, or other indirect losses. This limitation on liability does not apply in cases of gross negligence or intentional actions or omissions attributable to the party.
20. Term of Agreement
The agreement takes effect from the date of the latest party’s acceptance and remains in force until it is terminated in writing by either party, in accordance with the terms of the agreement.
21. Breach of Agreement
If the Customer breaches the terms of the agreement, tillty ApS is entitled to terminate the agreement with 14 days’ written notice.
In the event that tillty ApS fails to fulfill its obligations under the agreement, the Customer may terminate future deliveries with 14 days’ written notice.
22. Assignment
In the event of a sale, tillty ApS may transfer its rights and obligations to another legal entity, provided that the necessary competencies and resources are, in tillty ApS’s assessment, present in the receiving party.
The Customer may not transfer their rights and obligations under the agreement to a third party without prior written consent from tillty ApS.
23. Force Majeure
Neither party shall be held liable to the other for circumstances beyond their control and which could not have been foreseen at the time of entering into the agreement.
In the event of force majeure, the affected party must promptly notify the other party and provide regular updates on the situation, including an estimate of when the affected party expects the situation to be resolved.
24. Disputes
The agreement and proposal are governed by Danish law. Disputes between the parties that cannot be resolved amicably shall be brought before the District Court of Aarhus.