ShopMate service agreement

ShopMate service agreement between you, the “Customer” and The Retail Data Partnership Ltd, Unit 2a, Wakely Works, Meadowpark Ridge Industrial Estate, Bourne Road, Essendine, PE9 4LT (RDP Ltd.) In consideration of the payment by the Customer to RDP Ltd of the fees set out in the Order Confirmation Sheet and this Agreement (as varied from time to time) and of the Customer purchasing the Hardware outright RDP Ltd hereby grants non-exclusive licence to the Customer to use the Hardware and to use all software provided to the Customer by RDP Ltd and agrees to provide the Customer with the services (the “Services”) set out in this Agreement. RDP Ltd will not be obliged to provide the Services unless payment of all fees due to it from the Customer are received in full on the agreed due date.

1.0 The Service: The Services which RDP Ltd will provide are:

1.1 Connection to your broadband router of the Hardware (subject to compliance with all applicable regulations.) This will be done on a mutually agreed date. RDP Ltd provides operating instructions for hardware and software on the RDP website.

1.2 If the customer has bought the training option RDP Ltd will provide one training session for the Customer’s existing staff in the use of the system. (We recommend that two key staff who are likely to use the system should attend the training session.) RDP Ltd will be pleased to provide regular central training sessions for staff who join the Customer’s business after the initial training session has been held, for a fee of £45.00 per person per session. The central training sessions will usually be held in appropriate premises in Stamford, Lincolnshire. Transport and other costs of attending additional training sessions will be met by the Customer.

1.3 RDP Ltd will provide a dedicated Lookup File on the ShopMate terminal. The Lookup File will contain details of: Barcode, product description, cost and retail price, pack size, and VAT code, where these details have been provided by the relevant supplier(s) / wholesaler(s). The Lookup File will contain the retail prices recommended by the manufacturers of the products concerned. The dedicated Lookup File will include new products and price changes of which RDP Ltd has been advised by the manufacturers / wholesalers. (This means the Lookup file could be updated every day.) The Customer may choose to use prices provided and updated by RDP Ltd or they can over-ride those prices by adding their own mark-ups linked to RRP or cost price. RDP Ltd cannot accept any liability in respect of any costs, losses etc. which are incurred as a result of any errors in the Lookup file. Customers can scan in barcode, product and price details of new products without reference to RDP Ltd. The accuracy of price files provided by RDP is dependent on the accuracy of the files we receive from wholesalers and other sources from which we receive files.

1.4 The Customer’s Hardware will attempt to connect with RDP Ltd’s host computer at least every night. While the Hardware is connected to RDP Ltd’s computer, the host computer will receive and save data files from the Customer’s terminal, and upload to the terminal any new dedicated Lookup Files. The Customer is responsible for paying the cost of the broadband connection. RDP Ltd may connect to the Customer’s Hardware at any time to update Software or download data files.

1.5 If for any reason, communication fails between the Customer’s terminal and RDP Ltd’s host computer, the host computer will attempt to connect back to the Customer’s terminal once during the night. If communication still fails, the Hardware will usually have enough capacity to record sales data of more than one day, and communication can be re-attempted the following day. RDP Ltd cannot accept any liability in respect of communications which have failed due to circumstances beyond its reasonable control.

1.6 The system generates a series of reports each week. Customers can also generate reports on their terminals, entering dates of their choice. Customers can view the reports on the Hardware, and print them off if the Hardware configuration allows it. If the Customer requests it, the reports can be posted to them by First Class mail, or sent via e-mail. There is an additional charge for mailed or e-mailed reports.

1.7 If communication between the Customer’s Hardware and RDP Ltd’s host computer is successful, RDP Ltd will hold an up to date copy of the data files on the Customer’s Hardware. If, for any reason the Customers data files are lost or corrupted, RDP Ltd will reload the latest copy of the files onto the Customer’s Hardware. Reloading of data files will be done free of charge on the first occasion during any calendar month. Any subsequent reloading during a calendar month will incur a charge from RDP Ltd.

1.8 The accuracy of the data the Customer receives from RDP Ltd depends entirely on the accuracy and effectiveness with which they scan products into and out of their shops. RDP Ltd cannot accept any liability in respect of any costs, losses etc. which are incurred as a result of the Customer’s failure to scan or properly scan products.

1.9 RDP Ltd provides Technical Support to Customers. We will usually respond to any calls immediately, but we will respond to 90% of calls within one hour of a message being received, between the hours of 7:00 a.m. and 10:00 p.m. Monday to Saturday, 7:00am and 6:00pm Sunday and Bank Retail Data Partnership Unit 2a Wakely Works Meadowpark Ridge Industrial Estate Essendine PE9 4LT Telephone: 01780 480 562 E-mail: office@retaildata.co.uk Website: http://www.shopmate.co.uk Holidays / other holidays

1.10 Technical Support shall not include the diagnosis and rectification of any fault resulting from:

• 1.10.1 The improper use or neglect of the Hardware and Software.
• 1.10.2 The failure by the Customer to implement recommendations in respect of or solutions to faults previously advised by RDP Ltd.
• 1.10.3 The use of the Hardware and / or Software for purposes for which they were not designed.

2.0 Obligations of the Customer: By signing this agreement, the Customer undertakes:

2.1 To pay RDP the weekly service charge in advance. Payments will be made monthly by direct debit. The Agreement is for a period of three years from the date hereof, with the service charge being reviewable every 12 months on the anniversary of this Agreement. If a direct debit fails, the Customer will make every effort to ensure that it is reinstated before the next direct debit is attempted. If a direct debit fails three times during a 12-month period then the full 12-month service fee will become due immediately.

2.2 RDP will consider, on a case-by-case basis, a Customer request to terminate the Agreement before the Initial Agreement term concludes, subject to; a 3-month notice period; payment of outstanding services fees from the first 12-month period of the agreement; and an administration fee of £300.

2.3 RDP reserves the right to immobilise the software if service fees are not paid as they come due.

2.4 To pay RDP Ltd a one-off fee of £450 / day for any additional training days after the initial training of staff. Not to reverse compile, copy or imitate in any way the software provided on the scanner terminals.

2.5 To allow access to RDP to connect to the Hardware, to update software and transfer files to and from the shop.

2.6 In the event that any hardware has to be returned to RDP, the customer is responsible for returning any items to RDP in the original internal packaging and if the original packaging is no longer available, then ensuring that the contents of the parcel are protected at all times. All costs of damage to items sustained as a result of inadequate packaging will be charged to the customer. All costs of repair will be collected from the Customer by direct debit after notification to the customer.

2.7 On the expiry of the initial Agreement term the Customer may subject to their continued payment of the weekly service charge, receive the Services under this agreement.

2.8 On the expiry of the initial Agreement term the Customer may terminate the agreement by giving RDP notice in writing of one full calendar month

3.0 Software agreement.

The Software provided by RDP Ltd contains confidential information of RDP Ltd and all copyright, trademarks and other intellectual property rights in the Software are the exclusive property of RDP Ltd.

3.1 The Customer shall not:

• 3.1.1 Copy the whole or any part of the Software.
• 3.1.2 Modify, merge or combine the whole or any part of the Software with any other software or documentation.
• 3.1.3 Assign, lease rent, charge or otherwise deal in or encumber the Software, nor use on behalf of, or make available the Software to any third party.

3.2 The Customer shall:

• 3.2.1 Keep confidential the Software and limit access to the Software to those of its employees, agents and sub-contractors who either have a need to know or who are engaged in the use of the Software.
• 3.2.2 Inform all relevant employees, agents and sub-contractors that the Software constitutes confidential information of The Retail Data Partnership Ltd, and that all intellectual property rights in the Software are the property of RDP Ltd, and the Customer shall take all such steps as shall be necessary to ensure compliance by its employees, agents and sub-contractors with the provisions of Clause 3 of the Agreement.

4.0 Use of information.

We reserve the right to:

4.1 Use any data gathered through the provision of the Service to Customers for statistical, marketing or development purposes, and make- any data available to third Parties. By signing this agreement you are providing permission for this data to be shared.

4.2 Make available Customer details (including bank account details) to third-parties contracted to RDP strictly to the extent necessary to allow correct functioning of the Software and services made available to the Customer using the Software. RDP shall take all reasonable steps to ensure that such data is used only as intended and that any third-parties using such data are registered under relevant sections of the Data Protection Act as may be amended from time to time. Nothing in this clause creates a contractual liability between Customer and any third-party nor any obligations to make any payments to third-parties.

5.0 Limitation of Liability.

The following provisions set out RDP Ltd’s entire liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) to the Customer in respect of:

5.1 Any breach of its contractual obligations arising under this Agreement.

5.2 Any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement. And the Customer’s attention is in particular drawn to the provisions of this clause 5. Any act or omission on the part of RDP Ltd or its employees, agents or sub-contractors falling within clauses 5.1 or 5.2 above shall be known as an “Event of Default.”

5.3 RDP Ltd’s liability to the Customer for death or injury resulting from its own or that of its employees’ agents’ or sub-contractors’ negligence shall not be limited.

5.4 Subject to the limits set out in clause 5.5 below RDP Ltd shall accept liability to the Customer in respect of damage to the tangible property of the Customer resulting from the negligence of RDP Ltd or its employees agents or sub-contractors.

5.5 Subject to the provisions of clause 5.3 above RDP Ltd’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to:

5.5.1 £100 in the case of an event falling within clause 5.4 above. 5.5.2 In the case of any other Event of Default the aggregate of the Fee paid in the immediately preceding period of 12 months.

5.6 Subject to clause 5.3 above, RDP Ltd shall not be liable to the Customer in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or RDP Ltd had been advised of the possibility of the Customer incurring the same.

5.7 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Agreement.

5.8 The Customer hereby agrees to afford RDP Ltd not less than 90 days (following notification thereof by the Customer) in which to remedy an Event of Default hereunder.

5.9 Except in the case of an Event of Default arising under clause 5.3 above RDP Ltd shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served notice of the same upon RDP Ltd within 2 years of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.

5.10 Nothing in this clause shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.

6.0 MediaMaster Advertising Screens

On acceptance of MediaMaster Advertising Screens the following Terms & Conditions will apply:-

6.1 Hardware

• 6.1.1 RDP Ltd own the hardware and all associated cables/brackets during the initial 12-month contract period.
• 6.1.2 Transfer of ownership of the MediaMaster hardware (screen, mount and associated cables) is passed to the customer after 12 months of paying the service fees.
• 6.1.3 Services fees, as below (Clause 6.3), will continue after the initial 12-month term.
• 6.1.4 RDP Ltd will provide a three-year back-to-base warranty on all hardware, starting from the date of installation. This warranty can be withdrawn at any time due to any of the following reasons:
• 6.1.4.1 Blatant mistreatment of the hardware.
• 6.1.4.2 Evidence that the hardware has been used outside of the scope of MediaMaster (e.g. as a standard television screen).
• 6.1.4.3 Evidence that the hardware has been tampered with either physically or digitally.
• 6.1.4.4 RDP are not responsible for any installation not completed by RDP Ltd. (Ceiling/wall mount or the like.)

6.2 Software

• 6.2.1 The MediaMaster software remains the sole property of RDP Ltd.
• 6.2.2 Unauthorised modification, duplication or distribution of the MediaMaster software is not permitted.

6.3 Support Fees & Payments

• 6.3.1 A £2 (ex VAT) per week, per store service fee is payable for the whole duration that MediaMaster is in use.
• 6.3.2 If a screen is removed from MediaMaster in the first 12 months of installation then RDP Ltd has the right to remove the screen.
• 6.3.3 In the event that RDP Ltd cannot recover the screen, we will charge the Customer £250 (ex VAT) per screen.
• 6.3.4 Space poles will be charged for if required.
• 6.3.5 Service fees will be taken by Direct Debit alongside service fees for other RDP Ltd services.

• 6.3.6 Failure to make up-to-date payments will mean that MediaMaster support will be withdrawn – this will result in:

  • 6.3.6.1 Adverts being removed from your screens
  • 6.3.6.3 No new adverts being placed during promotion periods
  • 6.3.6.3 MediaMaster technical support being withdrawn
  • 6.3.6.4 Withdrawal of hardware warranty
  • 6.3.6.5 Removal of your retailer account from the MediaMaster portal

6.4 MediaMaster Service Agreement

6.4.1 RDP Ltd agree to supply all MediaMaster screens with advertising that adheres to Advertising Standards Authority’s Code of Practice. RDP Ltd will ensure that all supplied adverts are:

6.4.1.2 Accurately priced to represent the promotion 6.4.1.3 Timed to coincide with promotion periods 6.4.1.4 Not containing any promotions prevented by UK law, for example, Tobacco advertising.

6.4.2 The Retail Data Partnership will audit all advertising sent to MediaMaster from retailers and partners to ensure that adverts are legally compliant. RDP Ltd reserves the right to remove any advert that does not adhere to the above guidelines.