Sales and licence terms for QuickOrder.
The following business and licence terms apply to Quick Order.
Parties to the Agreement
Quick Order consists of a number of companies in different countries. Your agreement is with the legal entity listed in your Sales Agreement. In the absence of other agreements, for Danish customers, it will be Quick Order Aps (Company Reg No. 36422459), for Norwegian customers, Quick Order AS (Company Reg. No. 823 095 392) and for UK customers, QuickOrder Ltd. (Company No. 12397265).
Hereinafter, “Quick Order” refers to the legal entity that you have an agreement with.
This Agreement includes the supply of the agreed-upon number of tablets and their associated chargers, along with the agreed-upon number of user licences for Quick Order’s software.
Quick Order offers access to the following software:
i) Quick Serve (a hand-held terminal),
ii) Quick Order (an electronic menu card),
iii) Quick POS (a cash register) and
iv) Quick Manager (a payroll and shift management system).
The usage licences that the Customer has acquired are established in the Sales Agreement.
The customer shall receive four user names for the software. These user names are:
1) login for a tablet to be provided to a guest;
2) login for use in the Customer’s kitchen.
3) login for use by the Customer’s waiters
4) login to access the Quick Order back-end software.
The Quick Order back-end software allows the Customer to set up its menu card with descriptions, prices, photos, etc. of the Customer’s items, as well as to add a logo to the menu, and optionally, a slogan. In addition, the Customer will be able to generate various statistics, such as turnover per day, week, month and turnover organised by dishes.
Hardware – price, payment terms and ownership restrictions
The licence price does not include delivery, set-up or instruction. See item 4 for delivery. Separate agreements can be made for set-up and/or instruction. Payment terms are determined according to the Sales Agreement. Quick Order retains ownership of the tablets, chargers and other hardware until the full amount of the purchase price, including any extra charges, has been paid. Ownership is then transferred to the Customer. All prices are excluding VAT and delivery.
Software – licence fees, payment terms and termination
The customer pays an ongoing licence fee for the use of the “Quick Order Menu Card” software with the corresponding back-end system. The licence fees are paid monthly in advance and are due for payment on the last business day of the month. The Agreement remains in force until terminated. Termination must be made in writing with a prior notice period of the current and the following month.
When using EXW, the items are considered delivered and the order processed from the moment the goods are made available for collection by the Customer at Quick Order’s address. Quick Order has power-of-attorney to book shipping on customary terms on behalf of Customer and at the Customer’s expense. Regardless of which of the Parties ordered the shipping, it is at the Customer’s expense and risk. The Customer is responsible for any Shipping Insurance. The delivery time is set by Quick Order as a best estimate. If it cannot be met, the Customer will be notified of this, along with a new delivery time, where possible. Delays do not entitle the Customer to revoke the purchase and/or require any financial compensation from Quick Order.
Deficiency Liability and Complaint
When the Customer receives the tablets, chargers, etc., the Customer must immediately conduct a thorough inspection of the items. If the Customer wishes to lodge complaints about any deficiencies, including the delivered quantity that the Customer has or should have discovered in its thorough inspection, a written complaint must be sent to Quick Order, without undue delay, no later than 14 days after it is received at the Customer’s address. Quick Order is entitled to reject complaints received after the expiry of the above term.
Software and intellectual property rights
The product is supplied to the Customer with a limited user licence. The product can and may only be used for its intended purpose. Any other use or attempted use of the software, including but not limited to reverse engineering, decompiling, disassembly, modification, translation, attempting to determine the source code of the Software and Services, or creating derivative products based on the Software and the Services, is a material breach of the Agreement, which entitles Quick Order to terminate the Agreement without further notice.
Quick Order strives to maintain, update and upgrade the software on an ongoing basis. If new features or options are available, the Customer will be notified and these will automatically be covered by the Customer’s licence, unless Quick Order, on the basis of its own judgement, reserves the right for an extra charge. The Customer, the Customer’s staff and the Customer’s guests are very much encouraged to make suggestions for changes, improvements or additions to the product and its user friendliness, thus enabling Quick Order to improve its product to the mutual benefit of the Parties. Any proposed modification, improvement or addition will automatically belong to Quick Order, at no expense, who is entitled to incorporate and use such proposals at no expense. When the Customer sets up the menu card, the Customer may, among other things, add descriptions and photos of its products. The Customer specifically authorises that any such content, including intellectual property rights (including images and videos), may be reused by Quick Order with a non-exclusive, transferable, further-licensable, royalty-free and worldwide licence. This right ends when the Customer deletes the content in question or the Agreement terminates, unless the content has been previously used by others and they have not deleted it.
Quick Order warrants that the Software does not infringe any third-party rights, including patents or copyrights. Quick Order disclaims any responsibility for the content of the back-end software added by another user not infringing the rights of any third party. Should the Customer become aware of a possible infringement of the rights of third parties, including the Customer’s own rights, the Customer is obliged promptly to give Quick Order written notice thereof. The same applies to any breach of Quick Order’s rights by a third party.
Processing and commercial use of data and statistics
Quick Order collects and processes data from the Customer about the Customer’s business, including product mix, merchandise category turnover, cost prices, spending trends, customer mix, turnover rate, demand and staffing, in relation to season, turnover, etc. The Customer authorises Quick Order to process the collected data, without remuneration to the Customer, for the purpose of preparing market analyses, consumption trends, improvement suggestions, bases for comparison etc. The Customer authorises Quick Order to transfer data and/or analyses to third parties, provided that these third parties are not informed of where the data has originated. Quick Order thus guarantees that third parties cannot directly or indirectly attribute the data to the Customer. Quick Order is entitled to transfer data and/or analyses
Trade Secrets and Confidentiality
Technical information, know-how, concepts, methods, copyrights and related information developed by and/or owned by Quick Order are considered Quick Orders’ trade secrets and may not be transferred or used by the Customer without authorisation. This obligation remains in force also after the termination of this Agreement. Information about the Customer and the Customer’s business (other than those mentioned under “processing and commercial exploitation of data and statistics”), including the Customer’s products, turnover, etc., is to be regarded as the Customer’s trade secrets, which must not be divulged or exploited by Quick Order.
In the event that the Customer breaches the Agreement, including as a result of failure to pay the licence fee, in full or in part, Quick Order shall be entitled to terminate the Agreement immediately. In the event of a full or partial failure to pay the due amounts, Quick Order is eligible to disconnect the product. This will occur without further notice. The Agreement can only be reactivated against payment of the amount owed, plus costs incurred, as well as a fee of DKK 500, excl. VAT.
Disclaimer and Limitation
Quick Order disclaims all liability for direct, indirect, incidental or consequential damages arising from defects or omissions in the Product, including but not limited to loss of service, loss of profits, consequential damages, loss of goodwill, loss of data or other indirect losses. Quick Order’s liability is thus limited to cases of gross negligence and deliberate acts, but under no circumstance shall it ever cover the aforementioned indirect losses. It shall always be limited to the license fee paid by the Customer within the past year. The Customer is aware that the use of the product requires a wireless Internet connection with sufficient coverage. The Customer itself must provide the Internet connection and assume the risks associated with there being a connection between the internet and the product.
*The Customer is encouraged to have physical menu cards available in the restaurant, so they can be used in case of failure of the Menu Card or similar.
Amendment to the Agreement, including the licence fee
Quick Order may change these terms, including the license fee and fees, with a minimum notice of one month. The changes will be notified by written notification to the Customer, possibly together with an invoice or as text on the payment statement from the Customer’s bank or PBS. If there is a significant change to the Sales Agreement, the Customer is entitled to terminate the Agreement on the date the modified terms come into force. The Customer must notify Quick Order of this termination in writing, within 14 days after Quick Order sends the notice to change the terms. If the Customer does not give such notice or if such notice has been delivered too late, then the Customer’s right to terminate the Agreement shall apply as of the notified date and the amended terms will take effect on the notified date. In the event of a change to the licence fee, only changes of 15% or more can be considered a significant change.
The Customer shall not assign any rights and obligations under the Sales Agreement and these Conditions, unless Quick Order has consented in writing in advance. Quick Order is entitled to assign all or part of all rights and obligations under the Sales Agreement and these Terms to third parties.
If Quick Order AS is your contracting party, then any dispute between the parties shall be settled by Danish law with the Court in Odense as the agreed court of first instance.
If Quick Order AS or QuickOrder Ltd is your contracting party, then any dispute arising out of this Agreement, including disputes concerning the existence or validity of the contract, shall be settled by arbitration at the Arbitration Institute in accordance with the rules adopted by the Arbitration Institute, as applicable at the initiation of the arbitration case. The arbitration shall be in English. The arbitration shall be held in Odense. There must be a legal arbitrator.