Brillant AB, having its address at FISKARGRÄND 2, 553 20 Jönköping, Sweden, (referred to as “Service Provider”, “We”, “Us” or Our.”).
These Terms govern Buyer´s access, registration, download and use of Service Provider´s Platform and Services on your computer or mobile devices and our website cerve.co, our app app.cerve.co and the Buyer Account including any subdomains thereof, hereinafter referred to as “Our Website and App”.
In order to be able to register and continuously use the Buyer Account, the Buyer must be a representative of a company, organization or other business entity.
The Buyer may not access, register or use the Buyer Account if the Buyer does not agree with or cannot comply with the Terms.
The Agreement is effective as of the date when the Buyer creates a Buyer Account and clicks “Accepted and agreed to the Terms” (the “Effective Date”).
Our Website and App, Agreement and usage of the Buyer Account is today only available to companies whose operations are carried out in the countries listed on Norway and Sweden. If the business of the Buyer is not conducted in the mentioned countries, the Buyer is not allowed to register, access or use Our Website and App.
Service Provider has developed a business to business cloud-based platform that facilitates, simplifies and unifies online purchasing between wholesalers and their buyers by means of inter alia data synchronization and data structure with third party program connectivity and user-friendly web-based layouts, (the “Platform”).
The Platform comprises several components and will be individually customised for wholesalers and buyers (the individual setup of the Platform for a Wholesaler is referred to as “Platform Setup”).
In order for a Buyer to be able to place orders with a Wholesaler, Buyer needs access to a Buyer Account that is connected to a Wholesaler’s Store. The Service Provider will provide and allow the Buyer access to the Buyer Account in accordance with the terms and conditions of the Agreement (the “Service”)
This Agreement does not grant the Buyer any rights to Intellectual Property and Intellectual Assets in or to the Platform or the Buyer Account or any of its components other than a limited right to use the Buyer Account under the said terms of this Agreement.
In addition to the marked words and expressions above, the following words and expressions shall have the meanings set out below unless expressively stated otherwise in this Agreement:
2.1 “Wholesaler” shall mean a wholesaler that is connected to the Platform Setup.
2.2 “Store” shall mean a designated Wholesaler online store where Wholesaler Products are offered for purchasing.
2.3 “Platform Setup” means the customised setup version of the Platform that is made by the Service Provider that comprises and refers to the Store and the Buyer Account collectively.
2.4 “Wholesaler Product Content” means Wholesaler´s product information, e.g. product origin, ingredients and nutrition among others.
2.5 “Wholesaler Products” means the existence, quality, suitability, quantity of Wholesaler product included in an Order.
2.6 “Buyer Data” shall mean all information relating to the Buyer, such as purchase content and behaviour.
2.7 “Intellectual Property and Intellectual Assets” shall mean all, but are not limited to, intellectual property rights such as trademarks, designs, patents, utility models, copyrights, databases, and all intellectual assets; know-how, graphics, audio-visual combinations, interactive features, trade secrets, data, scripts, and algorithms.
2.8 “ERP Provider” shall mean third-party that develops software that is used to integrate, retrieve, transfer and organize data.
2.9 “Access Point” means the point or points at which the Service Provider connects the Platform Setup to a public electronic communications network.
2.10 “Digital Distribution Stores” shall mean third-party Distribution Stores such as Google maps and Google Play developed by Google LLC, and App Store developed by Apple Inc.
Scope of service
During the term of the Agreement, the Service Provider undertakes to provide and allow the Buyer access to the Buyer Account at the Access Point through the Service Provider’s URL app.cerve.co in accordance with the Agreement. While the Service Provider facilitates order and communication between Wholesaler(s) and Buyer(s) it has no control over and makes no warranties in relation to Wholesaler Products.
Service Provider is not a contracting party to any of the orders made though the Platform Setup and shall thus be considered a third-party supplier in the legal relationship between the Wholesaler and the Buyer.
The Platform Setup and the Buyer Account as well as the Service thereto are provided “as is” and “as available” and the Service Provider makes no guarantees in relation hereto if not specifically expressed. Consequently, the Service Provider does not warrant that the access to the Buyer Account and Platform Setup will be uninterrupted or error free nor does it make any warranty as to the results that may be obtained.
The Service Provider will not charge the Buyer for professional use of the Buyer Account so long as the Buyer acts in accordance with the terms of the Agreement.
The Service Provider may immediately deny your access, permanently or temporarily, to Our Website and App or terminate the Agreement, at any time for any reason.
3.2 Registration of Buyer Account
Buyer registers a Buyer Account by using the invitation link sent to it by a Wholesaler or by creating an account on its own initiative. The Buyer must submit the full name of the individual who registers the Buyer Account, an email address and the Buyer’s company organization number. The individual registering the Buyer Account on behalf of Buyer must be at least 18 years old.
Buyer may not register more than one (1) Buyer Account unless the Service Provider provides its consent. Once a Buyer Account has been registered, the Buyer may authorize additional individuals (“User”) to use the Buyer Account on behalf of Buyer by registering them as Users within the Buyer Account.
Any User registered within the Buyer Account shall be considered authorized by Buyer to use the Buyer Account on behalf of Buyer.
Customer responsibilities and acceptable use
Buyer is responsible and liable for all activities conducted through the Buyer Account including without limitation unauthorized user conduct and any user conduct that would violate the acceptable use or requirements of this Agreement
Buyer is responsible for maintaining the confidentiality and security of its credentials and may not disclose the credentials to any third party. Buyer shall take all reasonable steps to prevent unauthorized access to the Platform Setup, including without limitation by protecting its passwords and other log-in information. Buyer shall notify the Service Provider immediately of any known or suspected unauthorized use of the Service or breach of its security
In its use of the Platform Setup and the Buyer account, the Buyer shall comply with all applicable laws, including without limitation laws governing intellectual property, trade secrets and the protection of personal data as well as terms provided by Digital Distribution Stores.
The Buyer shall not in particular, nor not cause or permit others, to:
i. Use the source code from individual service features outside the Platform Setup;
ii. Access the Platform in order to build a competitive product or service using similar ideas, features, functions, source code or graphics of the Platform Setup, or to copy any ideas, features, functions or graphics of the Platform Setup;
iii. Disassemble, decompile, reverse engineer or otherwise try to discover the source code of the software, or to create derivative works, compilations, or collective works thereof;
iv. Remove or alter any copyright or other proprietary notice or legends appearing in the Platform Setup or the Buyer Account;
v. Perform or disclose any benchmarking or availability testing of the Platform Setup or the Buyer Account; or
vi. Perform or disclose any performance or vulnerability testing of the Platform Setup or the Buyer Account without the Service Provider´s prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Platform Setup.
Intellectual property rights
This Agreement does not grant the Buyer any rights to Service Provider or third-party Intellectual Property and Intellectual Assets in or to the Platform Setup or the Buyer Account or any of its components other than a limited, revocable and non-exclusive right to use the Buyer Account in accordance with the provisions in this Agreement and during the term of this Agreement.
The Buyer is not allowed to remove, transfer or alter any copyright, trademarks, designs or other appearances in Our Website and App, the Platform Setup or in the Buyer Account.
Service Provider shall also own and retain all rights and interest including but not limited to:
i. all improvements, enhancements or modifications to the Platform Setup and the Buyer Account and;
ii. any software, applications, inventions or other technology developed in connection with Platform Setup and the Buyer Account or support thereof.
Service Provider shall have the right to collect and analyse data retrieved from the Platform Setup and the Buyer Account for improving the Platform.
Term and termination
The Agreement is effective from the Effective Date and continues in force until the Buyer chooses to terminate its Buyer Account or until the Service Provider terminates the Buyer´s access to the Buyer Account in accordance with the Agreement.
Termination of the Agreement shall not relieve Buyer of its obligations toward the Wholesaler, such as obligation to pay compensation for orders or similar.
Changes to the agreement
Service Provider reserves the right to modify this Agreement at any time in by posting revised Terms on Our Website and App and within the Platform Setup and update the “Last Updated” date at the top of these Terms.
Service Provider will provide the Buyer with notice of the modifications by email at least thirty (30) days before the date on which they become effective.
In the case of material changes to the Terms, the Buyer may terminate this Agreement by written notice to the Service Provider no later than 30 days before the effective date of the amendment.
If the Buyer does not terminate the Agreement in accordance with the above, the Buyer’s continued access to or use of the Platform Setup and the Buyer Account will constitute acceptance of the revised Terms.
The Service Provider may set additional terms that apply to certain future events, such as policies for a particular activity or promotion, and such supplemental terms will be disclosed to the Buyer in connection with the event. Such additional terms are in addition to and shall be deemed a part of this Agreement.
Liability and disclaimers
The Platform Setup is provided “as is” and “as available”.
Buyer uses the Platform Setup and the Buyer Account voluntarily. The Buyer understands and agrees that the entire risk arising out of the use of the Platform Setup and the Buyer Account remains with the Buyer.
Service Provider disclaims, to the fullest extent permitted by applicable law, all representations and warranties, expressed, implied or statutory, not expressly set out in this Agreement.
Consequently, the Service Provider makes no guarantees including but not limited to; correctness of Wholesaler Product Content and Wholesaler Products, availability of the Buyer Account or that the Buyer Account and its connection to the Platform Setup will be uninterrupted or error-free.
Service Provider shall not be liable for indirect or incidental damages, including but not limited to lost profits, lost data, personal injury or property damage related to, in connection with, or otherwise resulting from any use of the Buyer Account or the Platform Setup.
Buyer shall indemnify and hold the Service Provider harmless against any third party claim, suit, proceeding, judgement and/or award , and pay all the losses, damages, costs and expenses including attorney’s fees connected therewith, which may be imposed on Service Provider arising out of or related to Buyer´s alleged or actual use of, misuse of, or failure to use the Platform Setup or the Buyer Account, including without limitation claims by Buyer´s own customers and claims related to infringement or violation of intellectual property rights, trade secret or confidentiality rights of a third party.
The contents of this Agreement shall supersede all previous written or oral commitments and other undertakings by the parties with respect to its subject matter.
If any provision of this Agreement or part thereof is held to be invalid or otherwise unenforceable, the parties shall agree upon any necessary and reasonable adjustment of the Agreement in order to secure the vital interests of the parties and the main objectives prevailing at the time of execution of the Agreement, and the remaining provisions of the Agreement will continue in full force and effect.
This Agreement cannot be assigned or transferred by the Buyer without the previous written consent from the Service Provider. The Service Provider shall not unreasonably refuse consent.
This Agreement shall be governed by and construed in accordance with the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be settled by the Swedish general courts.