Merchant User Agreement

1.1 The following definitions explain some of the terminology and abbreviations used in our Terms of Service:

Terms / Agreement — Refers to the latest version of this Terms of Service document.

Site — Refers to the PrismaNote website available at prismanote.com, or any other URL of PrismaNote websites or services.

Platform — Collectively refers to the Site and the Services.

Retailer / You — Refers to a store registered on our Platform.

We / Us / PrismaNote — Refers to PrismaNote, the Site and its partners and affiliates.

Privacy Policy — Refers to the privacy policy document that governs the rules for the collection, use and storage of information provided by retailers.

Third Party — Any application, website, natural or legal entity other than PrismaNote.

Content — Any images, text, audio and video data or other information contained on the Platform.

Retailer Data — The content provided by retailers.

Services — The services provided by PrismaNote as displayed on the Site.

Software — The applications and functionality provided with the Services.

Subscription Period — The period of time that your subscription is active with us.

Subscription Fee — The cost of the subscription for the selected subscription period.

Effective Date — The date the subscription fee payment is processed.

Information — Information about individuals provided by using our Services, contacting support, or anonymous statistical information collected from the retailers via cookies or third-party services.

Confidential Information — Any information disclosed between the parties in connection with the Services, including content available only to registered retailers. Confidential Information does not include information already known to a party, made public, or intended for publication.

General — 2.1 PrismaNote provides a platform for Retailers to use online solutions, content, storage and other services fully described on the Site. Access is available upon registration via the appropriate forms on the Site.

2.2 PrismaNote does not warrant that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. We will take all reasonable measures to maintain the security and integrity of information provided by retailers. Retailers can request detailed information about our security measures via info@prismanote.com. PrismaNote cannot and does not guarantee 100% uptime. Services may be down (i) due to scheduled maintenance, (ii) force majeure events, (iii) for specific retailers due to account suspension or termination, (iv) internet problems outside PrismaNote's area of influence, (v) bugs in code, hardware or Services without a commercially known solution.

2.3 During the Subscription Period, PrismaNote undertakes to provide the Retailer with customer support where necessary and within its capabilities. Retailer agrees that PrismaNote is not responsible for problems not caused by the Services or the Platform.

2.4 PrismaNote acts as an intermediary between all parties that use the PrismaNote platform. PrismaNote cannot and does not guarantee that all information about products, brands, collections and companies is accurate, although we take all reasonable steps to verify information. PrismaNote is not liable for any disputes between brands, retailers and consumers, nor for any loss or leakage of information.

2.5 PrismaNote collects and provides information about products and brands on behalf of Retailers who resell these specific brands for use on their website, webshop and in other marketing materials.

2.6 This Agreement exclusively concerns the relationship between PrismaNote and Retailers. Nothing herein shall be understood as a promise or obligation of PrismaNote in the relationship between Retailers and Brands.

Point of Sale — 2.7 PrismaNote gives retailers access to specially designed cloud-based point of sale software for retailers.

Website and webshop — 2.8 PrismaNote enables Retailers to create websites and webshops that can be edited via the Platform. PrismaNote offers hosting, functionality and part of the content. The Retailer is solely responsible for maintaining the website and webshop, providing the content that is not offered by the Platform and complying with all applicable laws, in particular privacy of website and webshop users. Retailers providing their own content confirm they have appropriate verifiable permission to use and sublicense it without compensation.

2.9 PrismaNote provides a model website/webshop terms of use and privacy policy as an example only. It is your responsibility to update the templates to reflect your terms and practices. These documents represent a contractual relationship between the retailer and their customers; the retailer is responsible for compliance. If technical limitations prevent edits, contact info@prismanote.com.

2.10 The collection, transfer and processing of personal information by PrismaNote on behalf of the retailer is governed by our data processing agreement and, where transfers outside the EEA are involved, our standard contractual clauses.

Online marketing — 2.11 PrismaNote provides online marketing services including development, organization and content for social media advertising. Advertising content may be provided by PrismaNote, Retailer, Brand or other third party. PrismaNote only provides content for which we have an appropriate license. Retailers providing their own content confirm they have appropriate verifiable permission to use it for advertising purposes and that such content may be sublicensed without compensation.

2.12 If Retailer offers its own content for advertisements, the website, or a news post, you grant PrismaNote a royalty-free, sublicensable, worldwide licence to use such content in advertising and on websites and webshops. Some brands may offer their own advertising campaigns; additional costs may apply.

2.13 PrismaNote takes reasonable steps to ensure that marketing campaigns are effective, but makes no warranties as to the effectiveness or quality of the campaign and its results.

CRM tool — 2.14 PrismaNote offers customer loyalty and registration programs that allow retailers to manage their customers and send post-purchase emails. Applicable laws, regulations and other causes beyond PrismaNote's control may limit the effectiveness of this Service. If Retailer's customers exercise privacy or other rights that interfere with the provision of the CRM Services, no refunds or credits are issued.

2.15 If the retailer uses the CRM tool and/or checkout, the retailer is obliged to ask the consumer for permission to send commercial emails. PrismaNote cannot be held responsible for any consumer complaints about receiving unsolicited emails from the store.

Back-up — 2.16 Backups of previous digital systems such as Jupa and DiamondR, used to transfer existing store data to PrismaNote, will be retained until the retailer cancels the subscription. Backups of the platform are made available on a daily basis (on request).

Fitness — 3.1 By registering to use the Services, you confirm that you are at least 18 years old and (i) have full legal capacity to form a binding relationship, (ii) will provide reliable, accurate, current and complete information, and (iii) will not use any Services in violation of these Terms or applicable law. If you are acting on behalf of a legal entity, you confirm that you are properly authorised to bind the entity and that the entity has full authority to enter into and perform this Agreement.

3.2 We have no control over who uses the Platform, so it is up to you to assess whether use is in accordance with local laws and regulations. If any part of the Platform does not comply with your local law, you may not use it. Such service is considered 'not available in your region'.

Registration — 3.3 During registration you will be asked for personal data, the collection, use and storage of which is governed by our privacy policy and applicable law. Retailers must provide truthful, accurate, current and complete information. If you provide non-compliant information, we may deny or terminate your access to parts of our Services.

3.4 You are responsible for keeping your login details confidential and for all activities under your account. If you suspect unauthorised access, notify us immediately.

Subscription — 3.5 The standard subscription period for the Services is indefinite. The subscription period starts on the effective date and ends on the same day in the following month. If the month in which the Subscription Period ends does not have the date corresponding to the Effective Date, the Subscription Period will end on the last day of that month.

3.6 The subscription period automatically renews for the same duration. Subscription fees for the renewed period are calculated according to prices in effect five (5) days prior to expiration. You may cancel auto-renewal in your retailer account at least twenty-four (24) hours before expiration. You cannot cancel a subscription period you have already paid for. We do not offer refunds. To stop using the Services, turn off auto-renewal; you will retain access until the end of the current Subscription Period.

3.7 PrismaNote may offer a free trial period or free access to Services not covered by a subscription. Any unused portion of a free trial is forfeited when the retailer purchases a subscription.

Contact — 3.8 By providing your email address, you agree that we may contact you for all matters relating to the Services (Service Emails). These are not unsolicited commercial advertising and you cannot opt out. You may opt in or out of promotional emails at any time by following the instructions in those emails.

3.9 If you have any questions or suggestions, please contact us at info@prismanote.com.

4.1 You agree not to misuse our Platform. Misuse is any use, access or disruption in violation of the Terms, the Privacy Policy and applicable laws. We may, in our sole discretion, suspend or terminate access without prior notice. We reserve the right to refuse Services to anyone at any time. While using our platform you will not, without limitation: (i) send unauthorised commercial communications (spam); (ii) collect content or information without consent or access the Platform using automated means (harvesters, robots, spiders, scrapers); (iii) upload viruses or malicious code; (iv) bully, harass or stalk another user; (v) post or transmit content that is illegal, hateful, obscene, threatening, abusive, defamatory, infringes intellectual property rights, invades privacy, or contains explicit or gratuitous violence; (vi) impersonate any other person or entity, or prevent any other person from using the Platform; (vii) take any action that imposes a disproportionate load on our Platform; (viii) post or transmit content that is misleading; (ix) communicate content you are prohibited from making available by law or contract; (x) participate in pyramid schemes, surveys, chain letters or spam; (xi) post hyperlinks to other websites in violation of these Terms; (xii) facilitate or encourage any violation of these conditions.

4.2 Retailers are solely responsible for their own Content and the consequences of making it available to third parties.

4.3 If your account is suspended, banned, restricted, blocked, terminated or otherwise disabled, you agree to abide by the decision. You may not create another account to circumvent these restrictions. Any attempt may result in termination of all current and future accounts.

Property rights — 5.1 The copyright and all intellectual property rights in the Platform belong to PrismaNote or are used with appropriate permissions, including design, database rights, trademarks, text, images, code, files, links and brand selection and arrangement. All rights are reserved. Nothing in this Agreement transfers such rights to you or any third party.

5.2 Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform and Content. Except as expressly permitted, you may not: copy, modify or create derivative works based on the Platform or Content; distribute, transfer, sublicense, lease, lend or rent the Platform or Content; reverse-engineer, decompile or disassemble; or make the functionality of the Platform or the Content available to multiple Retailers in any way.

Notice of infringement — 5.3 If you believe your work has been copied in a manner that constitutes copyright infringement, provide our copyright agent with: an electronic or physical signature of the person authorised to act for the rights owner; a description of the copyrighted work alleged to be infringed; the location of the allegedly infringing material on the Site or App; your name, address, telephone number and email; a statement that you have a good-faith belief that the disputed use is not authorised; and a statement under penalty of perjury that the information is accurate and that you are the rights owner or authorised to act on the owner's behalf.

5.4 Our copyright agent can be reached via email at info@prismanote.com.

Retailer content — 5.5 Retailers retain all right, title and interest in the Retailer Content they provide through the Platform. By providing the Retailer Content, Retailers grant us a limited, non-exclusive, transferable, sublicensable licence to host, reproduce and process such Retailer Content for the purpose of providing the Services, marketing or customer support. PrismaNote will not use Retailer Content in violation of these terms.

5.6 Given that we do not monitor Retailer Content, you agree to notify us immediately if you become aware of any illegal activity, breach of these Terms or other objectionable activity. We do not pre-screen content; you may be exposed to such content and use the Platform at your own risk. We reserve the right to remove any content we believe violates these Terms or relevant laws, without notice or reason. PrismaNote bears no obligation with respect to risk, damage or loss arising from content submitted to or distributed on the Platform.

Third party content — 5.7 Certain content on the Platform, such as advertisements, may be provided by third parties. We are not responsible for such content, nor do we monitor or control it.

Confidential information — 5.8 Both parties may disclose Confidential Information during the term of this Agreement. Both parties agree (i) to hold it in the strictest confidence, (ii) take all reasonable steps to protect it, (iii) not disclose it to any third party without prior written consent, (iv) use it only for its intended purposes, and (v) destroy or return all Confidential Information upon written request or termination of the Agreement, regardless of the form or media.

6.1 The prices for the Services are stated on the Site and are exclusive of VAT and other applicable taxes. You are responsible for paying any applicable taxes for your use of the Services.

6.2 When you subscribe to the Site, you can choose the payment method. If paying by credit card, you must provide valid information and authorise us to charge your card for all fees incurred.

6.3 Subscription fees are calculated at the time registration is submitted. Fees for the current subscription period are not affected by changes described in section 6.6.

6.4 You authorise us to charge your credit card for the subscription fee at expiration of the current period, unless auto-renewal is turned off at the time payment is processed.

6.5 If any amount is not paid by the due date, we reserve the right to charge interest at 1.5% per month or the maximum permitted by law, whichever is lower.

6.6 We reserve the right to change prices at any time without notice. Such changes will not affect the current subscription period. Prices in effect five (5) days prior to renewal apply to the extended period.

6.7 Payment of implementation costs is made to PrismaNote in advance, unless the parties agree to instalments.

6.8 Our Services are provided upon payment of the monthly subscription fee.

6.9 Non-payment and restriction of access. The monthly usage fee is payable in accordance with the invoice via direct debit. Without direct debit, payment is due within 10 days of the invoice date. If the customer is in default, PrismaNote is entitled to temporarily block access to the software, in whole or in part, after prior written notice and a reasonable grace period. An access restriction takes effect at the earliest if the customer remains in arrears with at least two months of fees despite at least two payment reminders and the expiry of the granted grace period. The restriction serves solely to secure payment claims and does not release the customer from the obligation to pay outstanding amounts. Once all outstanding claims are fully settled, access is reactivated immediately. The right to terminate without notice for good cause remains unaffected.

7.1 The Services may be made available or accessed in connection with third party services and content (including advertisements) over which PrismaNote has no control. We may provide you with links to third parties. Different terms and privacy policies may apply. PrismaNote does not endorse such third-party services and is in no way responsible or liable for any of their products or services.

8.1 You indemnify PrismaNote, its employees, affiliates and third parties from and against all claims, disputes, demands, liabilities, damages, losses and costs and expenses, including reasonable legal and accounting fees, arising out of or related to your access to or use of the Site and our Services, content you provide, or your violation of these Terms.

9.1 To the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with PrismaNote is to stop using the Services.

9.2 To the maximum extent permitted by law, PrismaNote's employees, officers, agents, affiliates, successors, suppliers, assignees or licensors are not liable for any indirect, special, incidental, punitive or consequential damages, loss of profits, revenue, data, goodwill or other intangible loss arising out of your access, use or inability to access or use the Platform, third party applications or their content, including any offensive or unlawful conduct of other users, regardless of legal theory, even if PrismaNote has been advised of the possibility of such damages and even if a remedy is necessary.

9.3 PrismaNote, its employees, owners and directors assume no liability for, and you release us from any liability arising (directly or indirectly) from, the information provided through the Platform, errors or omissions on the Platform, or any loss caused by your decisions based on reliance on such information, or by the delay, failure of operation or availability of the Platform.

10.1 PrismaNote may make changes or replace our service agreement at any time. We will post such changes on the Platform and they take effect immediately upon posting. You agree to keep yourself informed of the latest posted Terms and you accept such modification, replacement or update if you access or use our Services after posting.

11.1 Either party may terminate this Agreement with notice for any reason. The retailer may terminate this Agreement with one month notice. PrismaNote may terminate this Agreement without cause upon fifteen (15) days' notice. PrismaNote may terminate this Agreement with notice and effective immediately if the Retailer: (i) violates this Agreement; (ii) fails to make any payments due; (iii) misuses the Services or uses them in violation of the acceptable use policy; (iv) engages in fraudulent or illegal activity.

11.2 Upon termination, the Retailer will not be able to use the Services and we may immediately remove all of the Retailer's Content on the Platform. Fees due become immediately owing. PrismaNote is not responsible for any damages caused by termination.

11.3 This Agreement will automatically terminate upon expiration of the current subscription period if the Merchant has disabled auto-renewal in their account.

11.4 Retailers are advised to download all Retailer Content to storage independent of the Platform before terminating this Agreement.

12.1 This Agreement is governed by and construed in accordance with Dutch law, without regard to its conflict of law provisions. If you have a dispute with PrismaNote, you will contact us to resolve it through negotiation and mutual understanding. If resolution cannot be reached through negotiation, you submit to the exclusive jurisdiction of the official courts in the city of Amsterdam.

13.1 Publicity — All media communications, public announcements and public disclosures by the retailer relating to this Agreement or its subject matter, including promotional or marketing materials, must be coordinated with and approved by PrismaNote prior to release. PrismaNote will not display the Retailer's logo, brands or other information without the Retailer's prior written consent. The Retailer may publish the PrismaNote logo only to identify itself as a PrismaNote customer and will remove it immediately upon request.

13.2 Assignment — Each party may only assign or transfer its rights or obligations with the prior written consent of the other party (not to be unreasonably withheld).

13.3 Entire Agreement — These Terms constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, whether oral or written. Neither party shall have any remedy in respect of any false statement made by the other (unless made fraudulently); the sole remedy is for breach of contract as stipulated in this Agreement.

13.4 Severability — If any part of these Terms is found invalid, illegal or unenforceable, the validity or enforceability of the rest of the Terms will not be affected.

13.5 Headings — Section titles in the Terms are for convenience only and have no legal or contractual effect.

13.6 Force Majeure — Force majeure means any event beyond the reasonable control of the party involved (including industrial disputes affecting a third party, government regulations, fire, flood, disaster, civil commotion or war). A party affected by force majeure shall immediately notify the other party of the period for which the failure or delay is believed to continue, and shall take reasonable measures to mitigate the effect.

13.7 Waiver — The failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

13.8 Language — These Terms may be available in multiple languages, but the English version is considered the authentic and official version.