Terms and Conditions

Article 1 - Definitions

In these general terms and conditions, the following definitions apply:

1. Tender POS: Automated Commerce B.V., registered at Gerard Doustraat 25 A 1, 1072 VK Amsterdam, and registered in the Trade Register under number 98684213.
2. Service: the Tender POS software platform offered by Automated Commerce B.V., including the web dashboard, native POS app, APIs, local catalog and inventory mirror, checkout flows, register and location configuration, payment-terminal initiation, sales records, receipt and notification features, and integrations with commerce platforms and payment service providers.
3. Customer: the natural person or legal entity that enters into an agreement with Tender POS for the use of the Service.
4. Agreement: the agreement between Tender POS and the Customer for the use of the Service.
5. Payment Service Provider (PSP): the external payment service provider contracted by the Customer for processing payments.
6. Commerce Platform: the sales, catalog, inventory, customer, or order platform used by the Customer and connected to the Service.
7. POS and Transaction Data: information relating to carts, sales, payments, receipts, products, customers, locations, inventory, order synchronization, payment intent IDs, terminal status, amounts, timestamps, and related operational metadata. Tender POS does not store raw card numbers, CVV codes, PIN codes, or magnetic stripe/chip data.

Article 2 - Applicability

1. These general terms and conditions apply to all offers, agreements, and deliveries of services by Tender POS.
2. Deviations from these general terms and conditions are only valid if expressly agreed in writing.
3. The applicability of general terms and conditions of the Customer is expressly excluded.
4. If one or more provisions in these general terms and conditions are void or annulled, the remaining provisions remain fully applicable.

Article 3 - The Service

1. Tender POS provides a multi-tenant in-person point-of-sale platform for merchants. The Service enables authorized staff to access a local mirror of the merchant's catalog, locations, inventory, customers, and orders; build carts; initiate cash and card payments; record POS sales; send receipts where enabled; and synchronize relevant sales and order data with connected commerce platforms and payment service providers.
2. The Service may process merchant account data, organization and user data, provider connection data, catalog and inventory data, customer and order data, POS sales data, payment status metadata, logs, and support information where necessary to provide, secure, support, and improve the Service. Tender POS does not itself hold customer funds and does not process raw card numbers, CVV codes, PIN codes, or magnetic stripe/chip data.
3. Tender POS integrates with supported commerce platforms and payment service providers. Supported providers may change over time and depend on the Customer's configuration, provider accounts, API availability, terminal hardware, permissions, and applicable provider terms.

Article 4 - Formation and Duration of the Agreement

1. The Agreement is formed when the Customer accepts these terms, creates an account, signs an order form or other written agreement, or starts using the Service, whichever occurs first.
2. The Agreement is entered into for an indefinite period.
3. Both parties may terminate the Agreement at any time with a notice period of one calendar month.
4. Termination must be made in writing or by email.

Article 5 - Installation and Support

1. The Customer is responsible for onboarding, configuration, provider accounts, devices, payment terminals, locations, registers, and staff access unless Tender POS expressly agrees to provide implementation assistance.
2. Tender POS provides technical support through the support channels communicated by Tender POS, such as email or chat.
3. Support response times are best-effort unless a separate written service level agreement has been agreed.
4. Tender POS provides documentation and manuals for the use of the Service.

Article 6 - Prices and Payment

1. The Customer owes the fees set out in the applicable order form, dashboard, proposal, or other written agreement. Fees may include subscription fees, usage fees, transaction-related fees, onboarding fees, support fees, or other agreed charges.
2. Fees are invoiced or collected through the payment method or billing provider designated by Tender POS, unless the parties agree otherwise. Fees charged by commerce platforms, payment service providers, terminal providers, app stores, banks, or other third parties remain the Customer's responsibility unless expressly stated otherwise.
3. Amounts are exclusive of VAT and other applicable taxes unless expressly stated otherwise. Chargebacks, refunds, reversals, fines, and payment-provider costs remain the Customer's responsibility where they relate to the Customer's sales or provider accounts.
4. Price changes are announced at least one month in advance.
5. In case of price changes, the Customer has the right to terminate the Agreement effective on the date the price change takes effect.

Article 7 - Customer Obligations

1. The Customer is responsible for the proper functioning and security of its own systems, internet connection, provider accounts, payment terminals, iOS devices, registers, local networks, and connected commerce and payment platforms.
2. The Customer is responsible for managing authorized users, devices, PINs, passwords, roles, locations, registers, terminal access, and provider credentials, and must promptly notify Tender POS of suspected unauthorized access or compromised devices.
3. The Customer is responsible for lawful use of the Service, compliance with the terms of connected commerce platforms and payment service providers, the accuracy and legality of the data it submits or synchronizes, providing required notices to its own customers, and indemnifying Tender POS against third-party claims arising from the Customer's use of the Service.

Article 8 - Availability and Maintenance

1. Tender POS uses commercially reasonable efforts to keep the Service available, but does not guarantee uninterrupted or error-free availability unless a separate written service level agreement has been agreed.
2. Tender POS has the right to temporarily take the Service out of operation for maintenance, updates, or upgrades.
3. Tender POS will announce scheduled maintenance in advance where reasonably practicable.
4. Card payments through the Service depend on the availability and proper functioning of the Tender POS backend, the Customer's internet connection and local network, the iOS device, the payment terminal, the payment service provider, terminal-provider infrastructure, and any connected commerce platform. If one of these dependencies is unavailable, card payments through the Service may not be possible. The Customer is responsible for maintaining appropriate fallback procedures, such as cash acceptance, a separate terminal flow, or manual sales recording where lawful and operationally appropriate.

Article 9 - Data Processing and Privacy

1. Tender POS processes Customer Data, POS and Transaction Data, provider connection data, logs, and support data to the extent necessary to provide, secure, support, and improve the Service, and as further described in the privacy statement and any applicable data processing agreement.
2. Data is processed and stored in the European Economic Area where reasonably available. Some providers, infrastructure services, or support services may process data outside the EEA where appropriate safeguards are used.
3. Tender POS takes appropriate technical and organizational measures to secure the data.
4. Upon termination, Tender POS will deactivate or delete Customer data in accordance with the privacy statement, any applicable data processing agreement, backup cycles, and legal, tax, accounting, security, and dispute-resolution retention requirements.
5. For the processing of personal data, Tender POS refers to its separate privacy statement.

Article 10 - Intellectual Property

1. All intellectual property rights to the Service belong to Tender POS.
2. The Customer only obtains a non-exclusive right to use the Service for the duration of the Agreement.
3. The Customer is not permitted to copy, modify, reverse engineer, or otherwise modify the Service.

Article 11 - Liability

1. Tender POS is not liable for damage caused by disruptions, unavailability, delays, incorrect configuration, provider limitations, terminal failures, stale or delayed synchronization data, payment failures, rejected transactions, changes in the systems of commerce platforms or payment service providers, incorrect use of the Service by the Customer, or decisions by third parties to limit, suspend, or change integration options, except to the extent liability cannot be excluded under mandatory law.
2. The total liability of Tender POS is in all cases limited to the amount the Customer has paid for the Service in the three months preceding the event causing the damage.
3. Tender POS is never liable for indirect damage, consequential damage, lost profits, lost revenue, lost sales, business interruption, missed savings, reputational damage, or loss resulting from the inability to accept card payments, except to the extent liability cannot be excluded under mandatory law.
4. The limitations in this article do not apply if the damage is due to intent or gross negligence on the part of Tender POS.

Article 12 - Force Majeure

1. Tender POS is not obliged to fulfill any obligation if it is prevented from doing so by force majeure.
2. Force majeure means all external causes beyond Tender POS' reasonable control, including disruptions in internet or telecom provider infrastructure, cloud hosting, database or edge infrastructure, app stores, power supply, payment terminals, terminal networks, payment service providers, commerce platforms, banking infrastructure, DDoS attacks or other cybersecurity incidents, labor disputes, government measures, and failures of subcontractors or suppliers that Tender POS could not reasonably prevent.

Article 13 - Amendment of Terms

1. Tender POS reserves the right to amend these general terms and conditions.
2. Changes are communicated to the Customer by email at least one month before they take effect.
3. If the Customer does not agree with the changes, they have the right to terminate the Agreement effective on the date the changes take effect.
4. By continuing to use the Service after the changes take effect, the Customer accepts the amended terms.

Article 14 - Confidentiality

1. Both parties are obliged to maintain confidentiality regarding all confidential information they have obtained from each other or from other sources in the context of the Agreement.
2. Information is considered confidential if communicated by the other party or if this follows from the nature of the information.

Article 15 - Transfer

1. The Customer is not entitled to transfer their rights and obligations under the Agreement to third parties without prior written consent from Tender POS.
2. Tender POS is entitled to transfer its rights and obligations to a third party that takes over the company or the relevant business activity.

Article 16 - Applicable Law and Disputes

1. Dutch law applies to these general terms and conditions and all agreements between Tender POS and the Customer.
2. Disputes will initially be resolved through good-faith consultation.
3. If parties cannot reach a resolution, the Amsterdam court has exclusive jurisdiction over disputes.
4. Notwithstanding the foregoing, Tender POS may choose to submit a dispute to the court with jurisdiction in the district where the Customer is established.

Article 17 - Final Provisions

1. These general terms and conditions come into effect on June 19, 2026.
2. The Dutch version of these general terms and conditions prevails in case of differences with translations.
3. If a provision in these terms and conditions proves to be void, it will be replaced by a provision that approximates the purpose and intent of the original provision as closely as possible.