LEGAL STUFF

End User Licence Agreements

Clover Card Terminal

End User Licence Agreement (EULA)

Teleos Systems Limited

End-User License Agreement

Last Updated: 3 December 2020

This End-User License Agreement (Agreement) is between the business or individual accepting this Agreement (this business or individual being you) and Teleos Systems Limited (Developer). This Agreement is solely between you and Developer and governs your use of Developer's software application and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: the App). Review this Agreement completely. You agree to be bound by the terms of this Agreement when you click "Accept" or otherwise download, install, copy, or use the App, and must accept this Agreement before doing so. If you do not agree to the terms of this Agreement, you must click "Decline" and not use the App.

1. The App

1.1 The App will provide you with the ability to take integrated payments within the Teleos Practice Management System using the ‘Clover’ card terminal. The App is not available for any other practice management software. The App will record transaction information in the financial history of your client, comprising the last four digits of the card used together with the date, amount and authorisation reference number. The app does not store client card information at any point.

1.2 Developer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use the App solely for your internal business purposes. You will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This license does not grant you any rights to Developer's (or any other third party's) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the App. Developer reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the App that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of the App.

1.3 The App may update automatically from time-to-time, and you may be required to accept these updates to continue using the App. Developer may perform maintenance on the App, which may result in service interruptions or delays from time-to-time. Developer may not support older versions of the App. You are solely responsible for obtaining all equipment and services (e.g., Internet connectivity) necessary to access and use the App.

2. Fees

Developer makes no charge for the use of the App as it is an integral feature of the Teleos Practice Management System. You are responsible for paying all Clover Terminal equipment rental and service fees directly to FiServ. You are also responsible for payment of all sales, use, excise, or similar taxes imposed by state, or local tax authority. Developer is not responsible for any losses resulting in use of the app and you must notify FiServ immediately of any errors, as per their terms and conditions.

3. Term

This Agreement commences when Developer has configured your Clover Terminal and continues until such time that you inform Developer, in writing, that you have ceased using it.

4. Suspension and Termination

4.1 Developer may promptly suspend or terminate your use of the App if (1) you violate this Agreement's terms; (2) Developer believes your use of the App may damage its reputation or intellectual property rights; (3) Developer suspends or terminates its agreement(s) with any third party involved in providing the App; (4) you exceed normal and reasonable usage for the App; (5) you experience a bankruptcy or insolvency event; or (6) you are using the App for any fraudulent, illegal, or unauthorized purpose, or engage in wilful misconduct with respect to use of the App.

4.2 You may terminate this Agreement at any time and for any reason (without cause) by providing notice to Developer. You will still be bound by the terms and conditions of your agreement with FiServ.

5. Confidentiality, Data, and Ideas

5.1 Neither of us will disclose non-public information about the other's business; including, without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party's operational, strategic, or financial matters (together, Confidential Information). Confidential Information does not include information that (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser's Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. Each of us will implement and maintain reasonable safeguards to protect the other's Confidential Information.

5.2 Neither of us may disclose the other's Confidential Information except (1) to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement; (2) in response to a subpoena or court order; or (3) as required by applicable law, rule, or regulation.

5.3 Developer will not use any data or information obtained through the App for any reason other than to correct bugs or aid in product development. Developer will not share any data with any third party, except for FiServ and their subsidiaries, subject to applicable Laws (defined below). Information Developer collects about you or your consumers is subject to Developer's privacy policy, which is accessible at [link to privacy policy].

5.4 You may provide, or Developer may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) you claim no rights in them; and (4) Developer has no obligation to notify or compensate you in connection with their disclosure or use. You release Developer from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.

6. Account

You will be required to register for an account with FiServ to use the App and it will only integrate with their Clover terminal. Developer will only configure App when authorised to do so by FiServ.

7. Risk Allocation

7.1 The App is provided to you "as-is" and "as-available." You are solely responsible for determining if the App meets your needs. Developer disclaims all warranties (express or implied) related to your account or the App; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Developer is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of the App due to its interaction with other applications or their content.

7.2 You will indemnify Developer, its directors, officers, employees, agents, subsidiaries, and affiliates against any third party claims for losses, damages, costs, or expenses (including reasonable legal fees) (together, Losses) that result from your use or misuse of the App, or your breach of this Agreement. Developer may assume the defence of any third party claims that you must indemnify it for (at your expense), and you will cooperate with the defence of these claims. You will not settle any third party claims involving more than the payment of money without Developer's written consent.

7.3 To the extent permitted by applicable law, Developer will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of us was advised they were possible.

8. Communications

You authorise Developer to communicate with you electronically or otherwise using the contact information you provide to it (e.g., without limitation, via your account, the Internet, email, text, or live agent or automated calls to your mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry). You are responsible for any fees charged by you communications provider for phone, text, or email communications that Developer sends to you.

9. General

9.1 You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.

9.2 Developer may modify this Agreement from time-to-time and will provide you with notice when these modifications occur (notification may be through the App, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of the App indicates your acceptance of any modifications to this Agreement. You must stop using the App if you do not agree to any modifications that are made to this Agreement.

9.3 Each of us will comply with the laws, rules, and regulations (together, Laws) that apply to our respective performance under this Agreement; including, without limitation, laws related to the collection and use of consumer information obtained via the App. You will follow the requirements of all user documentation provided for the App. You will not use your App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scrips or other programs; or infringe third parties' intellectual property rights.

9.4 This Agreement is governed by UK law.

9.5 This is the entire agreement between us, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect. Developer is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.

9.6 You may not assign this Agreement without Developer's written consent, which assignment is voidable by the Developer; however, Developer may assign this Agreement without notice to you or your consent.

9.7 You may contact Developer at:-

Teleos Systems Limited

319 Fort Dunlop

Fort Parkway

Birmingham

B24 9FD

Tel: 0121 286 9990

Email: Support@teleosvet.co.uk

Privacy Policy

Teleos Systems Limited

Effective Date: 7 December 2020

This “Privacy Policy” explains how Teleos Systems Limited (“Company” or “we”) collects, uses, discloses, and otherwise processes personal data on behalf of our customers – typically, merchants (any, a “Merchant”) – in connection with our application, the Teleos Veterinary Practice Management System which integrates with the Clover Point of Sale system (“Clover POS”). This Privacy Policy does not apply to Company’s privacy practices in any other context.

Company’s processing of personal data in connection with our application is governed by this Privacy Policy and our agreements with Merchants. In the event of any conflict between this Privacy Policy and a customer agreement, the customer agreement will control to the extent permitted by applicable law.

This Privacy Policy is not a substitute for any privacy policy that a Merchant may be required to provide to their customers, personnel, or other individuals.

Information We Collect

When a merchants customer makes a payment through the Teleos/Clover Terminal interface, we collect and store the last 4 digits of the card used, the amount, the date and time of the transaction, the authorisation reference and the merchants’ member of staff who dealt with the transaction. We do not store any additional information on the merchants customer, although the merchant will already have full customer details already stored in their Teleos Practice Management System.

Information that we collect about Merchants’ personnel

We do not collect any information about the Merchants’ personnel, except for their user initials against the transaction for reconciliation purposes.

How We Use the Information We Collect

We use the limited information that we collect to produce cashbook reports to the Merchant for reconciliation purposes.

How We Share Information

We may share transactional information gained from the Teleos/Clover integration with:-

The Merchant from whom or on whose behalf we collected the data
The platform on which our application runs, the Clover POS. You may view Clover’s Privacy Notice here
With third parties as a Merchant may direct
With third party service providers that help us manage and improve the application
With Company subsidiaries and corporate affiliates for the purposes described in this Privacy Policy or in our agreement with a Merchant

Company may disclose personal data to government or law enforcement officials or private parties as required by law, and disclose and use such information as we believe necessary or appropriate to (a) comply with applicable laws and lawful requests and legal processes, such as to respond to subpoenas or requests from government authorities; (b) enforce the terms and conditions that govern our application; (d) protect our rights, privacy, safety or property, and/or that of you or others; and (e) protect, investigate and deter against fraudulent, harmful, unauthorized, unethical or illegal activity.

Company may sell or transfer some or all of its business or assets, including your personal data, in connection with a business transaction (or potential business transaction) such as a merger, consolidation, acquisition, reorganization or sale of assets or in the event of bankruptcy, in which case we will make reasonable efforts to require the recipient to honour this Privacy Policy.

Your Rights and Choices

Data Subject Rights

To the extent that applicable law provides individuals with rights pertaining to their personal information, such as to review and request changes to their personal information, individuals should contact the Merchant with any requests pertaining to the Merchant’s use of our application. To the extent that Clover is responsible for responding to data subject rights requests under applicable law, individuals may contact Clover with applicable requests as explained in Clover’s Privacy Notice, https://www.clover.com/privacy-policy. Company will assist a Merchant, or Clover, as applicable, in responding to such requests subject to our contract with a Merchant or Clover.

Complaints

If you have a complaint about our handling of personal data, you may contact us via the contact information provided below.

Updates

We reserve the right to modify this Privacy Policy at any time. We will notify you of updates by updating the date of this Privacy Policy.

You may contact us with any questions, comments, or complaints, about this Privacy Policy:-

Teleos Systems Limited

319 Fort Dunlop

Fort Parkway

Birmingham

B24 9FD

Tel: 0121 286 9990

Email: Support@teleosvet.co.uk

Additional Information for Merchants Located in Europe

Controller

Company Data Protection Officer responsible for GDPR is Jon Hewitt. He can be contacted at jon-hewitt@teleosvet.co.uk

Company is a data processor acting for and on behalf of the Merchant that has installed our application on their Clover POS. That Merchant is the controller of personal data that we process on its behalf. Clover is also a controller of personal data in some circumstances. Clover’s Privacy Notice is available at https://www.clover.com/privacy-policy.

Legal Bases for Processing

Company processes personal data as directed or permitted by the Merchant that uses our application. The Merchant is responsible for establishing a legal basis for our processing of personal data for or on behalf of the Merchant.

Cross Border Data Transfer

When we transfer personal data outside of Europe to countries not deemed by the European Commission to provide an adequate level of protection for personal data, we make the transfer pursuant to one of the following transfer mechanisms:

A contract approved by the European Commission (sometimes called “Model Clauses” or “Standard Contractual Clauses”);
The EU-US Privacy Shield;
The recipient’s Binding Corporate Rules;
The consent of the individual to whom the personal data relates; or
Other mechanisms or legal grounds as may be permitted under applicable European law.

You may contact us with questions about our transfer mechanism.

Data Retention

Subject to our agreement with a Merchant, Company retains personal data for as long as necessary to (a) provide our products and services; (b) comply with legal obligations; (c) resolve disputes; and (d) enforce the terms of any agreement we may have with a Merchant. You may contact us for additional information about our data retention practices in connection with the application.

Data Subject Rights

Under certain circumstances, data subjects in Europe have certain rights relating to their personal data, which include the rights to request from the Controller (a) access to the data subject’s personal data; (b) correction of incomplete or inaccurate personal data; (c) erasure of personal data; (d) restriction of processing concerning the data subject; and (e) that the controller provide a copy of the data subject’s personal data that the data subject provided to the controller in a structured, commonly used and machine-readable format. Data subjects may also object to a controller’s processing of personal data under certain circumstances. Where processing is based on a data subject’s consent, the data subject has the right to withdraw consent at any time; however, the withdrawal of consent will not affect the lawfulness of processing based on consent before its withdrawal. Data subjects may also file a complaint with a supervisory authority. You may view contact information for supervisory authorities at https://edpb.europa.eu/about-edpb/board/members_en. Data subjects in Europe should direct any rights request to the appropriate Controller.