These Terms are binding on any use of the Services and apply to You from the time that Cin7 provides You with access to the Services. These Terms also apply to any other services and deliverables provided, or to be provided, by Cin7 to You, including any implementation services and deliverables under a Statement of Work, except to the extent agreed otherwise in writing.
The Services will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Services. If You have any questions with respect to the Services, please contact Cin7 at Cin7 Connect or any other email address notified by email to You by Cin7.
Cin7 may change these Terms at any time. Cin7 will make every effort to communicate these changes to You via email or notification via the Website. If You reasonably consider a material change to these Terms will have a material effect on You, then You may advise us of this in writing before the new Terms come into effect. In this case, we may allow You to terminate the Agreement without becoming subject to the payment of termination charges.
It is Your obligation to ensure that You have read, understood and agree to the most recent Terms available on the Website.
By registering for a Cin7 Omni Account, You acknowledge and represent that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. If You use the Services on behalf of any Entity, You are deemed to have agreed to these Terms on behalf of that Entity.
Capitalized words shall have the following meanings or the meanings set forth in the section where they are first used:
“Account Owner” means the individual, or in the case of an individual entering into these Terms on behalf of an Entity, that Entity.
“Account User” means the Account Owner, or each employee, agent or contractor of the Account Owner who is authorized to use the Services from time to time on behalf of the Account Owner.
“Agreement” means the Terms and Statement of Work thereto between You and us.
“Cin7”, “we”, “us” or “our” means Cin7 Americas, Inc., which is incorporated in Delaware United States of America, and all current and future global subsidiaries, including, without limitation, Cin7 Limited, Cin7 UK Limited, Cin7 Australia Pty Limited and Cin7, Inc. (United States).
“Cin7 Omni Account” means a current Subscription Plan(s) to the Services.
“Confidential Information” means all information directly or indirectly made available or exchanged by one party (the “Providing Party”) to the other party (the “Receiving Party”) to this Agreement, whether in writing, electronically or orally, including through use of the Services that is designated as “confidential” or is otherwise reasonably expected to be treated in a confidential nature, and includes any personal information provided or received. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party; or (b) the Receiving Party can show, by clear and convincing evidence, is independently acquired or developed by the Receiving Party without breaching any of its obligations under this Agreement or at law, and without the benefit or use of any of the Providing Party’s Confidential Information disclosed by the Providing Party; or (c) is in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Providing Party; or (d) is lawfully acquired by the Receiving Party from a third party, provided such information is not obtained as a result of a breach by that third party of any confidentiality obligations owing to the Providing Party.
“Data” means any data inputted by You or with Your authority into the Website and Services.
“Entity” means any:
“Intellectual Property Right” means any and all intellectual or industrial property rights and interests held, owned or lawfully used, anywhere in the world, whether or not registered, including, without limitation:
“Services” means the Cin7 Omni Website and online ordering and point of sale services and contract, inventory, purchase order, price list, supply chain and stock management services provided under Your Subscription Plan(s) accessed and used using Your login name and password. These services may be changed or updated from time to time by Cin7 via the Website. Certain services may be accessed offline, depending on Your Subscription Plan(s). “Services” also include services under a Statement of Work, where applicable.
“Statement of Work” means a statement of work referring to these Terms that is agreed between You and Cin7, and specifies, among other things, services and deliverables to be provided by Cin7 and fees to be paid by You.
“Subscription Charges” means the monthly fee (excluding any taxes and duties) payable by You for the Services and Your Subscription Plan in accordance with the quote to You. The charges in the quote are based on a number of factors. If those factors change, we will notify You of the need for a pricing review and will provide an updated quote at least twenty (20) days prior to the increase in charges taking effect. For the avoidance of doubt:
“Subscription Plan” means the modules selected by an Account Owner which determines the extent and type of Services provided, the maximum number of Account Users permitted to access the Service, and the Subscription Charges.
“Website” means the Internet site at the domain cin7.com or any other site operated by Cin7 Americas, Inc. linking to these Terms.
“You” and “Your” means the Account Owner, and where the context permits, an Account User.
Cin7 grants You the right to access and use the Services via the Website through Your Cin7 Omni Account according to Your Subscription Plan. Depending on Your Subscription Plan, certain Services may be available for use offline. Offline use may be dependent on You having particular technology, applications or systems set up. These will be advised to You when You select the Service. This right of use is non-exclusive and non-transferable, subject to these Terms and any applicable written agreement between the Account Owner and the Account Users, and any other applicable laws. Your use of the Services in Your jurisdiction is at Your own risk. You confirm that You have complied with all laws applicable to You when using the Services.
If implementation or onboarding services are selected along with the Services as indicated in Your quote, You will pay for such implementation services at the time of purchase or as otherwise set forth in the applicable quote or invoice. Such payments are non-cancellable after the commencement of services and nonrefundable. Cin7 retains all right, title, and interest in and to any implementation services and Intellectual Property Rights therein, and You shall have no rights therein except as expressly set forth in this Agreement.
You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. All Account Users and Account Owners must select their passwords carefully, and password numbers must not be sequential or easily-identifiable numbers (for example, birthdates, 1-2-3-4 or 1-1-1-1). You must immediately notify Cin7 of any unauthorized use of Your passwords or any other breach of security and Cin7 will reset Your password and You must take all other actions that Cin7 reasonably deems necessary.
When accessing and using the Services, You must:
You are responsible for Your configuration of the Services and any required hardware and the compatibility of the Services with any required hardware, application or system set up. Cin7 will provide helpdesk assistance as set out in these Terms, but Cin7 is not responsible for any required configuration.
Changing Your Subscription Plan by reducing the modules You subscribe to may cause loss of content, features, or capacity of the Services You receive, and Cin7 does not accept any liability for losses arising as a direct or indirect consequence of this.
No refunds or credits for Your Subscription Charges will be provided if You elect to downgrade or terminate Your Subscription Plan during a calendar month. In the case of a downgrade, the new Subscription Charge for the downgraded Subscription Plan will apply from the beginning of the calendar month following the month in which the Subscription Plan was downgraded.
In the event of online access interruption, You can still use elements of Cin7, such as, the point of sale module. You will be responsible for the operation of the offline services and for ensuring all required Data is stored in Your system to ensure that the Services can operate correctly.
Your use of the Services must be reasonable and not excessive. Cin7 (acting reasonably) may determine Your usage to be unreasonable and excessive if on average it materially exceeds the average level of usage of other users in that same period (“Excessive Use”). If we reasonably consider that Your use is Excessive Use, we will use reasonable endeavors to notify You of the Excessive Use, and You will have three (3) days after the date of that notification to reduce Your usage. If You fail to sufficiently reduce Your usage after three (3) days, we may:
Requests for new Services or features not currently offered may be made by contacting Us. We will discuss Your requirements and any associated costs with You prior to commencing any work. The timing of any new Services or features will depend on the nature of the request.
No custom professional services are contemplated by this Agreement. If the parties mutually agree for Cin7 to provide any professional services, the parties will enter into a separate Statement of Work or other written agreement with respect thereto.
In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting Cin7. If You still need technical help, please check the support provided online by Cin7 on the Website. Cin7 is entitled to charge the Account Owner if Cin7 reasonably considers the Account Owner and/or Account Users to have made Excessive Use of the support services or for support services that do not relate to technical queries associated with responding and correcting (if possible) any defect, error or bug in the Services.
Whilst Cin7 intends that the Services should be available with an uptime of 99.7%, twenty four (24) hours a day, seven (7) days a week, it is possible that on occasions the Services may be unavailable. If for any reason Cin7 has to interrupt the Services for longer periods than Cin7 usually anticipates, Cin7 will use reasonable endeavors to publish in advance details of such activity on the Website. Cin7 will have no liability to You for unavailability of the Services.
You represent and warrant that You are authorized to create the Cin7 Omni Account (where applicable), to access and use the Services and to use the information and Data that You input into the Services, including any information or Data input into the Services by any person. You represent and warrant that You are also authorized to access the processed information and Data that is made available to You through Your use of the Services (whether that information and Data is Your own or that of anyone else).
Where an Entity (as an “Authorized Person”) is registering for the Services on behalf of the Account Owner, the Account Owner and the Authorized Person warrants that:
Cin7 is not liable in respect of any act or omission of Cin7 in reliance on any notice or instructions given by the Authorized Person.
If the Account Owner requests that we do so, we may remove the Authorized Person’s access to the Account Owner’s Subscription Plan and Data.
You will indemnify and hold harmless Cin7 against all expenses, fines, losses (including loss of profit), damages and costs (collectively, “Losses”) sustained or incurred by Cin7 arising directly or indirectly from Your breach of any of these Terms, including any costs relating to the recovery of any Subscription Charges that are due but have not been paid by You. Without limiting the forgoing, You will indemnify Cin7 against any claims or Loss relating to:
Where an Authorized Person registers for the Service on behalf of an Account Owner pursuant to clause 6, the Authorized Person will indemnify Cin7 for any Loss sustained or incurred by Cin7 (including the matters set out in sub-clause 7.1(a) to (c) above with “Authorized Person” or “Authorized Person’s” replacing “You” or “Your” respectively) arising directly or indirectly from the Authorized Person’s breach of any of the warranties set out in clause 6.1 or that arise as a result of Cin7 acting in accordance with any instruction by the Authorized Person, including any costs relating to the recovery of any Subscription Charges that are due but have not been paid by the Account Owner and any Loss relating to it.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CIN7 BE LIABLE OR RESPONSIBLE TO YOU (OR ANY OTHER PERSON) IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSS (INCLUDING BUT NOT LIMITED TO LOSS OR CORRUPTION OF INFORMATION, LOSS OR CORRUPTION OF DATA, THE COST OF RECOVERING SUCH DATA OR INFORMATION AND ANY LOSS OF BUSINESS PROFITS, SAVINGS, GOODWILL, REPUTATIONAL DAMAGE, REFUNDS OR CHARGEBACKS INCURRED (INCLUDING FROM AMAZON.COM, INC OR ANY AMAZON GROUP COMPANIES), BUSINESS OR ANTICIPATED BUSINESS) OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, OR RELIANCE ON, OR INABILITY TO USE OR RELY ON THE SERVICES OR WEBSITE OR FROM ANY FAILURE BY YOU TO COMPLY WITH THESE TERMS.
THE MAXIMUM AGGREGATE LIABILITY OF CIN7 TO YOU FOR ANY REASON RELATING TO THIS AGREEMENT, THESE TERMS, THE WEBSITE OR THE SERVICES WILL BE LIMITED TO THE SUBSCRIPTION CHARGES PAID BY YOU IN THE 12 MONTHS PRIOR TO THE OCCURRENCE OF THE FIRST INCIDENT. IN RELATION TO ANY MARKETING SERVICES MAXIMUM AGGREGATE LIABILITY OF CIN7 TO YOU WILL BE LIMITED IN RESPECT OF ALL INCIDENTS IN ANY 12 MONTH PERIOD, TO THE MANAGEMENT FEE PORTION OF THE SUBSCRIPTION CHARGES PAID BY YOU IN THE PRIOR 12 MONTHS.
IF YOU ARE NOT SATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THESE TERMS IN ACCORDANCE WITH CLAUSE 12.
Each party shall keep the other party’s Confidential Information confidential and secure. Neither party shall use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under these Terms. Neither party shall disclose or permit disclosure of the Providing Party’s Confidential Information to any third party, except to employees or representatives who have a need to know and are subject to a written obligation of confidentiality at least as protective as that herein. This obligation does not apply to any disclosure of Confidential Information:
Cin7 may use and retain Data inputted by You in aggregate form and collect and analyze log and other data related to the Services and the provision, use, performance, and other aspects of the Services and related systems technologies (“Performance Data”) and use and retain such Performance Data and Your Data internally to train Cin7’s algorithms, to troubleshoot, improve, and enhance the Services and for other development, diagnostic, security and corrective purposes.
To the extent Your Data comprises personal data of European Union citizens, the General Data Protection Regulation (EU) 2016/679 (GDPR) will apply to the processing of that personal data and the following provisions will apply:
To the extent Your Data comprises personal information of natural persons who are resident in California, United States of America (a “Consumer”), the California Consumer Privacy Act of 2018 (CCPA) will apply to the processing of that personal information and the following provisions will apply:
Except as expressly set out in this Agreement, nothing in this Agreement will confer upon a party any rights, interest or title in Intellectual Property Rights in the other party’s materials (including any modification to that material) existing at the date of this Agreement or which is developed independently of the other party’s materials. Without limiting the generality of the foregoing, Cin7 retains all right, title, and interest, including all Intellectual Property Rights, in the Services and any deliverables.
We have no Intellectual Property Rights in Your Data other than to hold and make it available for the purposes contemplated by these Terms or for which it was provided. By accepting these Terms, You are granting Cin7 a license and permission to use, copy, transmit, store, and back up Your Data to ensure Your access and use of the Services, and for any other purpose related to the provision of Services to You. Additionally, You acknowledge that by enabling third-party applications for use in conjunction with the Services, You are allowing Cin7 to provide access to Your Data to those third parties as required. Cin7 shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such third-party access.
You hereby grant to Cin7 a worldwide, irrevocable, perpetual, sublicensable, royalty-free right and license to use and exploit without restriction all feedback and suggestions provided by You and Your Account Users (collectively, “Feedback”) in connection with the operation and maintenance of the Services and/or Cin7’s business.
These Terms come into effect upon the commencement of Your Subscription Plan and continue in force unless and until terminated in accordance with this clause 12.
If our quote to You (if any) does not specify a minimum term, either party may terminate these Terms and Your Cin7 Omni Account for convenience by giving written notice to the other party at least twenty (20) days before the end of a calendar month. These Terms and Your Cin7 Omni Account will then terminate at the expiry of that calendar month. Cin7 will not provide any refund for any prepaid Subscription Charges on termination. If You terminate these Terms for convenience pursuant to this clause 12.2, You are liable to pay all relevant Subscription Charges up to and including the end of the calendar month in which these Terms were terminated.
If our quote to You specifies a minimum term, these Terms will continue for the minimum term specified in the quote unless:
If a Breach Event (as defined below) occurs, Cin7 may at its sole discretion and without notice to You, take any or all of the following actions:
A “Breach Event” occurs if:
Your Data (including any personal information) will only be retained by Cin7 for up to sixty (60) days after the termination of Your Cin7 Omni Account (unless You request the deletion of Your Data earlier). We will provide reasonable access to You to retrieve and download Your Data during this time, provided that all Subscription Charges owing by You up to the date of termination are paid. This access is for the retrieval and download of Data only, You will receive no other Services after the termination date. All Data will be deleted sixty (60) days after the termination of Your Cin7 Omni Account.
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement, You will:
Clauses 3, 4, 6, 7, 8, 9, 10, 11.1, 11.3, 12 and 13 survive the expiry or termination of these Terms. Following the termination of Your Subscription Plan, we reserve the right to delete all Your Data in the normal course of operation. You acknowledge and confirm that Your Data cannot be recovered once it is deleted and Cin7 will have no liability for any deleted Data.
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
Neither party will be liable for any delay in meeting, or failure to meet, its obligations under this Agreement (other than the obligation to pay money) to the extent that such delay or failure is caused by any event outside its reasonable control (including, without limitation, any delay or failure caused by any act or omission to the other party).
You may not assign or transfer any rights, duties or obligations to any other person except with the previous written consent of Cin7.
No failure or delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver, nor will any single or partial exercise preclude any other or further exercise or the exercise of any right, power or privilege under this Agreement. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
If any provision of this Agreement is, or becomes, unenforceable, illegal or invalid for any reason the relevant provisions shall be deemed to be modified to the extent necessary to remedy such unenforceability, illegality or invalidity or if this is not possible then such provisions shall be severed from this Agreement, without affecting the enforceability, legality or validity of any other provision of this Agreement.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware and any disputes arising from its interpretation shall be subject to the exclusive jurisdiction of the courts of the State of Delaware United States of America.
All notices given by a party under this Agreement must be in writing and delivered by e-mail. A notice sent by email is effective on transmission, provided that any communication received or deemed received after 5 p.m. or on a day which is not a business day is deemed not to have been received until the next business day. Notices to Cin7 must be sent to Cin7 Connect or to any other email address notified by email to You by Cin7. Notices to You will be sent to the email address which You provided when setting up Your access to the Service. Please notify us immediately of any change in Your email address. In the event that the email address You provide to Cin7 is invalid, or for any reason is not capable of delivering to You any notices required by this Terms, Cin7’s dispatch of the email containing such notice will nonetheless constitute effective notice.
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