Terms and Conditions

The following service agreement is (hereinafter referred to as “Agreement”) is made and entered into on the date of registration through the socashless.com website  (the “Commencement Date”), by and between:

SoCashless OÜ (registry code 17354297), a corporation duly organized and existing under the laws of Estonia, with principal office address at Harju maakond, Tallinn, Kesklinna linnaosa, Ahtri tn 12, 15551, Estonia. (hereinafter referred to as “SoCashless / Company”) and Your Company (as registered in the sign up form you completed when you agreed to these terms and conditions).

WHEREAS, SoCashless is a company engaged in the sale and distribution of  PouchNATION, a cloud based software service that provides Guest Management and Registration, Point-of-Sale software, Access Control, Data Analytics and Reporting.

WHEREAS, the Client is a business located in the country selected when you signed up to our service.

NOW THEREFORE, the Parties do hereby mutually agree on the following:

1. “PouchNATION System” means the software created by PouchNATION™ for the purposes of providing the system for the Business covered by this Agreement;
2. “PouchNATION Online Sales Platform” means the website through which the Client wants to sell all items including but not limited to; tickets, products, food and beverage, and all services it offers in its establishment.
3. “Venue” means a place where the owner or the client has an established business providing hospitality services, such as accommodation, food and beverage provisions, products and organized events.
4. “Contract Period” refers to a period of one (1) month   for each Venue and shall automatically renew at the end of each month unless otherwise cancelled by the Client at least 30 days prior to the end of the following contract period“Confidential Information” includes, but is not limited to, trade secrets, business strategies, financial data, and any other non-public information disclosed by either Party, whether orally, in writing, or electronically.
5. “Force Majeure Event” refers to any event or circumstance beyond the control of the Parties that prevents them from fulfilling their obligations under this Agreement (excluding payment obligations), provided that the Parties make reasonable efforts to mitigate the effects. However, a Force Majeure Event does not include strikes or other labor disputes affecting only one Party, price fluctuations, or changes in law.

The Client and SoCashless hereby agree to use the PouchNATION System, according to the terms and conditions specified in this Agreement. SoCashless shall supply the Client with the following PouchNATION products and services for the duration of this Agreement including but not limited to:

1. Guest Registration and Management Software
2. Point of Sale (POS) software, including cashless payment options
3. Inventory Management System
4. Voucher Payments functionality 
5. Access to Online dashboard to track registrations, sales, analytics and reporting insights.
6. Optional Integrations/”Addons” with third party software services including but not limited to: Cloudbeds, MEWS, Lobby, Siigo and others. (Please note: these optional integrations may carry additional monthly service costs) such integrations with Property Management Systems (PMS), Access Control and Ticketing sales features / platforms. 
7. Sales, Technical and Customer Support.
8. NFC venue technologies and form-factors (wristbands and cards)

1. This Agreement shall take effect from your Registration Date on the socashless.com website. 
2. Notwithstanding the foregoing, this Agreement may be terminated prior to the Contract Period, upon the happening of any of the following events:
   1. The filing, by any Party, of a petition of bankruptcy or insolvency or of reorganization or rehabilitation under any bankruptcy or insolvency act, or adjudication as a bankrupt or insolvent, or commission of any act of bankruptcy as defined in the applicable Bankruptcy or Insolvency Laws.
   2. Either Party to this Agreement may terminate it by providing a written notice of thirty (30) days, without the necessity of specifying a cause. Termination pursuant to this clause shall not attract any penalties, provided the requisite notice period is adhered to by the terminating Party.

In consideration of the supply and services provided under this Agreement, the Client agrees to purchase all NFC products that will be used to operate the system and any integrated third-party systems, such as wristbands and cards, exclusively from the SoCashless online store at https://socashless.com/shop-buy-nfc-wristbands-cards/ and to pay the applicable Service Fees (which are subscription-based and calculated as a percentage of the Client’s monthly revenue processed through the SoCashless system in accordance with the current Pricing page at https://socashless.com/cashless-pos-plans-and-pricing/, online administration fees, and any other fees applicable under this Agreement. The Client shall also be responsible for all applicable taxes on the services and products provided. The payment terms are as follows:

1. Fees and Charges – The Client shall pay the subscription-based Service Fees (calculated monthly as a percentage of revenue processed through the SoCashless system, as detailed on the Pricing page, the cost of all NFC products purchased via the SoCashless online store, online administration fees, and any other applicable fees under this Agreement. Refer to image 1 below.
2. Payment Due Date – Subscription Service Fees and all other recurring fees are due automatically on the 4th (fourth) day of each calendar month. Fees for NFC products and any one-time charges are due immediately upon completion of the respective purchase or service rendering.
3. Payment Method – The Client shall select and register a valid payment method (credit/debit card or other supported automated method) during the subscription checkout process. All subsequent subscription fees will be charged automatically to the selected payment method on the due date. Payments for NFC products purchased through the online store will be processed using the payment method selected at the time of that purchase.
4. Late Payment and Suspension of Services – If any subscription Service Fees or other recurring fees are not successfully received by the due date, the Client will be notified and given a grace period. If payment is not received within 14 (fourteen) days of the original due date, all services will be automatically suspended until full payment is received. During suspension, the Client will retain liability for all fees that continue to accrue.
5. Termination of Payments and Refunds – Upon termination of the Agreement, the Client shall immediately pay any outstanding fees for services rendered and NFC products supplied up to the termination date, as well as any additional termination-related fees stipulated in the Agreement. No further subscription fees will be charged following the effective date of termination, provided all outstanding amounts have been settled. For details on refunds and returns (including for NFC products), please refer to our Refund and Returns Policy at https://socashless.com/refund_returns/.

Image 1

During the term of this Agreement, when applicable, the Client will have the following responsibilities, rights, and limitations towards SoCashless and  it is hereby agreed between SoCashless and the Client:

1. That the Client shall process all sales transactions through the PouchNATION System in order to maintain clear sales records, which will be relied upon to define payment of license fees as detailed in Fees and Payment section. The failure to do so will be deemed as an irreparable breach of this Agreement and shall result in the instant termination of services. In addition to the termination of services, SoCashless shall be entitled to the compensation fees and damages that the Client will have to pay to SoCashless.
2. That the Client shall supply the relevant staff to run the PouchNATION System at the Venue and make the relevant staff available for PouchNATION System training when mutually convenient and agreed by both Parties.
3. That the Client hereby warrants that they are authorized to enter into this Agreement and doing so will not cause breach of any other agreement to which Client is a party;
4. If the client  requires live Venue reporting,  the Client will provide reliable and dedicated Internet access at the Venue. It is agreed between the Parties that the internet connection should be a minimum of fifty (50) mbps and distributed via a dedicated Wireless Local Area Network; failure to do so may result in a delay in live transaction syncing between mobile devices and the PouchNATION System  dashboard.
5. That the Client shall be responsible for all applicable taxes on all the monies that are processed through the PouchNATION System. 
6. The Client agrees to purchase all RFID Form Factors (Wristbands and Cards) through SoCashless. The Client shall be responsible for the shipping, insurance and any additional import taxes / duties incurred relating to any delivery. 
7. That the Client shall be responsible for the payment of the wristbands, cards, shipping, insurance prices which are always subject to market conditions and may fluctuate accordingly.
8. That the Client shall be responsible for maintaining adequate stock levels of  form factors (NFC wristbands and cards) to ensure uninterrupted operations.
9. A minimum time period of  four (4) weeks from the date of payment to deliver new wristbands or cards may be required depending on stock levels within the country.
10. That any amendment requests to the platform by the Client must be communicated to SoCashless via the email address: info@socashless.com 
11. That the license fee shall be applicable regardless of whether the Client has maintained their form factor stock levels.

During the term of this Agreement, SoCashless will have the following rights and responsibilities towards the Client:

1. SoCashless shall always act in good faith to the Client to prevent any action or conditions that could result in a conflict with the Client’s interests while exercising and carrying out its obligations,
2. SoCashless shall represent and warrant that it is fully experienced, technically competent and that it is properly financed, organised and equipped to carry out the services.
3. SoCashless shall provide the services in a professional manner in accordance with all the Agreement requirements and shall exercise all reasonable skill, care and diligence and good judgement.
4. SoCashless hereby warrants that it is authorized to enter into this Agreement and doing so will not cause breach of any other agreement to which SoCashless is a party.
5. SoCashless may provide additional services at the request of the Client and retain the right to invoice additionally for those services at a mutually and reasonably agreed rate, to be determined prior to the start of any service.
6. SoCashless shall reserve the right to deactivate the PouchNATION System if the Client’s account is in arrears for more than seven (14) days. 
7. SoCashless shall not be held liable for any system failure that may be caused by the Client or any of its authorized staff for installing any third-party application.
8. SoCashless shall not be held liable for any system failure caused on the part of PouchNATION PTE LTD.

SoCashless  guarantees that the PouchNATION System provided and implemented for the Client under this Agreement will meet the specifications outlined in this Agreement.The Parties shall not under any circumstances, be liable for any economic, incidental, consequential, indirect, special, punitive or exemplary damages or lost profits, whether foreseeable or unforeseeable, whether claimed under contract, tort, breach, failure of warranty or any other legal theory, arising from the planning, production, presentation, promotion, and/or performance to the other Party.

1. Both Parties shall not disclose any proprietary information pertaining to the products, services and modes of operation to any party outside their respective organizations.  
2. All Parties agree that, for purposes of confidential and proprietary information to be disclosed pursuant to the terms of this Agreement, each Party shall hold Confidential Information in confidence and shall use the same degree of care that it uses to protect its Confidential Information (but in no event less than a reasonable degree of care) to prevent unauthorized use or disclosure. Each Party agrees that:
   1. monetary damages may be inadequate to compensate the offended Party for any breach of the obligations outlined in this clause;  
   2. any such violation or threatened violation may cause irreparable injury to the offended Party and; 
   3. in addition to any other remedies that may be available at law or in equity, the offended Party shall be entitled to obtain injunctive relief against the threatened or continued breach without the necessity of proving actual damages. 

1. The Client shall not own any proprietary rights to the trademarks, service marks, or the brands of PouchNATION™ or SoCashless.
2. SoCashless does not own any proprietary rights to the logos, trademarks, service marks, or the brands of the Client.
3. The Client does not own any proprietary rights to PouchNATION System.
4. It is hereby agreed that both the Parties are authorized to use the other’s logos, trademarks, service marks, and brands for marketing purposes related to the Venue as specified in the Specification Sheet during the term of this Agreement. In the event of termination of this Agreement, all logos, trademarks, service marks, and brands of the other Party shall be removed from such materials.
5. Any unauthorized copying or reverse engineering of the PouchNATION System will lead  to immediate termination of this Agreement and potential legal action.
6. The Client will not disassemble, reverse engineer, or copy PouchNATION System.

Each Party shall indemnify, defend, and hold harmless the other Party from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any act, omission, or negligence of the indemnifying Party or its employees, agents, or subcontractors.

Both Parties hereby agree to accept full and exclusive responsibility for their own acts and those of their employees, agents and subordinates and to indemnify, defend and hold the other Party harmless from, and reimburse them for, any liability claims, demands, costs and expenses incident to any claim, loss, damage or injury of any kind, including attorney’s fees and court costs incurred in connection with any legal claim of any kind, to any person or kind, to any person or property because of or due to any act or conduct of any of the Parties or any of their employees, agents or subordinates.

This Agreement embodies the entire Agreement of the Parties and supersedes any other agreements or understandings with respect hereto that may ever have existed between the Parties. 

The failure of any Party to enforce at any time any provisions of this Agreement shall not constitute a waiver of the right thereafter to enforce the same or any other provision hereof.

If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid and enforceable and most nearly gives effect to the original intent of the invalid/unenforceable provision.

Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall be settled by arbitration in accordance with the rules of Estonia.

Any change, alteration, amendment, or modification to this Agreement shall be valid only if made in writing and agreed  by authorized representatives of both the Parties.

This Agreement and all issues arising out of the same shall be construed in accordance with the laws of Estonia. 

No Party may sell or assign this Agreement without the other Parties written consent, which shall not be unreasonably withheld. In the event of assignment, the rights and obligations of the Parties hereto shall be binding upon and shall insure to the benefit of their respective successors and permitted assignments.

The Parties shall not make any news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents/provisions thereof, other information relating to this Agreement, the Confidential Information or other matter of this Agreement, without the prior written approval of the other Party.

All notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers and other communications required or permitted under this Agreement must be in writing and in English and  such notices shall be deemed effective under one of the following: 

1. If delivered via email to the registered email addresses of the Parties as specified in this Agreement, with receipt duly confirmed, provided that a copy of such notice is also sent through one of the other methods  or,
2. Upon the notice of delivery in person or by a messenger, in each case addressed to the following addresses (or any other address as either Party may designate in writing from time to time).

Each Party agrees not to provide copies of this Agreement, or otherwise disclose the terms of this Agreement, to any third party without the prior written consent of the other Party. Each Party shall not publish or commercially use the other Party’s name, trademarks, logos, or service marks without the prior written consent of the other Party.