PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE GOVERN YOUR USE OF THE CARTBOSS SERVICE. BY SETTING UP AN ACCOUNT AND CLICKING [I AGREE] OR USING ANY OF THE CARTBOSS SERVICES WHICH DO NOT REQUIRE REGISTRATION, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE CARTBOSS SERVICE.
The Terms of Service (hereinafter: “Terms” or “Agreement”) published on this page apply to all websites and services that are represented by the CartBoss (unregistered) trademark and govern the setting-up, use and access of the CartBoss Service and the www.cartboss.io website, whereby all bolded terms are further defined in point 3.
These Terms represent a set of template clauses that form an agreement that may be entered into as described in point 1.1. between the following parties:
Before the application of these Terms and the CartBoss Data Processing Agreement as described in point 1.1. you are asked to dully review, understand and get acquainted with the content of both these Terms and the CartBoss Data Processing Agreement.
All enquiries regarding these Terms, the CartBoss Data Processing Agreement, pricing and payment terms as well as the Service may be directed at [email protected].
1. By setting up an account and clicking [I agree] or using any of the CartBoss Services which do not require registration, you warrant:
1.2. If you do not agree to these Terms or the terms of the CartBoss Data Processing Agreement, you are not authorised to validly register an account with us as well as access or use the CartBoss Service and the www.cartboss.io website, and you must immediately stop doing so.
2.1. We may change these Terms at any time by notifying you of the change by email or by posting a notice on the www.cartboss.io website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the CartBoss Service and the www.cartboss.io website from the date on which the Terms are changed, you agree to be bound by the changed Terms.
2.2. These Terms were last updated on 22.2.2021.
3.1. In these Terms:
Affiliate shall mean in respect of the User and his legal entity, any other legal entity or private person
controlling the User or being controlled by the User, or acting under the direct influence or instructions of the User, whereby “Controlling” or “Controlled by” shall mean the possession, directly or indirectly, solely or jointly with another person, of power to direct or cause the direction of the management or policies and cations of a legal or natural person (whether through the ownership of securities, other shareholders, partnership or ownership interest, by establishing total or partial identity of individuals in management, by contract or otherwise).
Applicable legislation shall mean but not be limited to the European Union’s General Data Protection Regulation (2016/679) (hereinafter: “GDPR”) as well as any and all applicable EU and national laws and other statutes, rules, regulations and codes, as they may apply to the use and the consequences of use of the CartBoss Service by the User in the country where the User or his legal entity is established or operates or where the End User or other effected natural persons reside, as amended, replaced or superseded from time to time. Applicable legislation shall also mean but not be limited to any and all USA equivalents of such laws (e.g. the California Consumer Privacy Act (CCPA), the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Do-Not-Call Implementation Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, the Children’s Online Privacy Protection Act (COPPA), as well as relevant EU directives (e.g. the Electronic Communications Directive 2002/58/EC (the ePrivacy Directive), codes of conduct and industry standards (e.g. the Cellular Telecommunications Industry Association (CTIA) Messaging Principles), as amended, replaced or superseded from time to time.
A Party shall mean either you or the Provider whereby the term also includes that Party’s permitted assigns.
CartBoss Service (also called Service) shall mean the software program with the core functionality as described on the www.cartboss.io website, as the website is updated from time to time, whereby the software is the proprietary intellectual property of the Provider and is made available to you and your Permitted Users via the www.cartboss.io website or by way of download and integration of the CartBoss Plugin application via the WordPress App Store:
CartBoss Data Processing Agreement shall mean the legal agreement that you shall simultaneously enter into together with the Agreement from these Terms when performing the actions from point 1.1., and under which the Provider shall be deemed as the Processor and you shall be deemed as the Controller of any and all Personal data that shall be sent, transmitted or transferred to the Provider directly or through the use of the CartBoss Service or the www.cartboss.io website for the performance of the Service by you or any third party. The CartBoss Data Processing Agreement forms an integral and indispensable part of this Agreement and your use of the CartBoss Service and the www.cartboss.io website, whereby the CartBoss Data Processing Agreement is subject to the provisions of Article 28 of the GDPR and can be found www.cartboss.io/data-processing-agreement.
Consent shall mean any freely given, specific, informed and unambiguous indication of the Data subject‘s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her, as provided for by Article 4 of the GDPR or by any other relevant Applicable legislation.
Controller shall mean the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal data, as provided for by Article 4 of the GDPR or by any other relevant Applicable legislation. Please note, that even in the event that you are not in fact the Controller of Personal data that you are using or wish to use in connection with the Service, you expressly warrant and represent to the Provider, that you have the necessary legal grounds and have obtained the required consent for the processing of the Data subjects Personal data in connection with your use of the Service from the actual Controller of said Personal data.
Confidential Information shall mean any information that is not public knowledge and that is obtained from the other Party in the course of, or in connection with, the provision and use of the CartBoss Service. Our Confidential Information includes all Intellectual Property owned by us (or our licensors), including the proprietary CartBoss Service, its code, texts, databases and other copyrights, while your Confidential Information includes the Data.
Data shall mean all data, content, and information (including Personal data) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the CartBoss Service.
End User shall mean a natural or legal person with whom you, your affiliates or agents interact with through the the CartBoss Service or the www.cartboss.io website.
End User Messages shall mean the SMS Messages that you send to the End User through the CartBoss Service or the www.cartboss.io website as an A2P “Application-to-person” message.
Fees shall mean the applicable price per End User Message (i.e. the amount that is automatically subtracted from your accounts balance the moment you send a End User Message via the Service), as listed at the time of sending the End User Message our pricing page , as may be updated from time to time in accordance with clause 7.6.
Force Majeure shall mean an event that is beyond the reasonable control of a Party, excluding an event to the extent that it could have been avoided by a Party taking reasonable steps or reasonable care; or a lack of funds for any reason.
Including and similar words do not imply any limit.
Intellectual Property Rights shall mean all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the www.cartboss.io as well as possible trademarks, service marks, and logos contained therein, which are owned or controlled by the Provider or are licensed to us and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the Republic of Slovenia, international copyright laws, and international conventions. The above-mentioned intellectual property and copyrights on www.cartboss.io website and the CartBoss Service are provided on a “AS IS” basis for your information and personal use only. Except as expressly provided in these Terms, no part of the CartBoss Service and www.cartboss.io website may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission, which also explicitly includes any enhancement, modification or derivative work.
Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
Provider (also we, us, our) shall mean Cart DATA ltd., Drenov Grič 171D Vrhnika, 1360 Vrhnika, Slovenia, EU, Company Registration Number: 8838399000, VAT ID Number: 49081616, the owner and supplier of the CartBoss Service and the www.cartboss.io website who can be reached or through the messaging application on the aforementioned website.
Personal data shall mean any information relating to an identified or identifiable natural person (Herein after: Data subject), whereby an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, as provided for by Article 4 of the GDPR or by any other relevant Applicable legislation.
Processor shall mean a natural or legal person, public authority, agency or other body which processes Personal data on behalf of the Controller, as provided for by Article 4 of the GDPR or by any other relevant Applicable legislation.
Permitted Users shall mean your personnel who are authorised to access and use the CartBoss Service or www.cartboss.io website on behalf of the User in accordance with clause 4.4.
Person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
Personnel includes officers, employees, contractors, affiliates and agents of the User.
SMS Message shall mean a text message as defined in GSM 3GPP TS 23.038 standard (originally GSM recommendation 03.38). In the context of the Service, the message shall mean an A2P “Application-to-person” message.
Start Date shall mean the date that you set up an account/first use the CartBoss Service.
Terms of Service (also Terms/Agreement) shall mean this document.
Underlying Systems shall mean the software, IT solutions, systems and networks (including software and hardware) used to provide the CartBoss Service, including any third party solutions, systems and networks.
You (also your, User or Customer) shall mean the legal entity that shall be identified as the registered user of the Service when you, the duly authorised individual representing said entity, register an account (i.e perform the actions from point 1.1. in the name the company you represent) is bound to this Agreement and the CartBoss Data Processing Agreement in accordance with the terms herein. The aforementioned also relates to any and all Permitted Users, Personnel, or your Affiliates.
3.2. Words in the singular include the plural and vice versa.
3.3. A reference to the Applicable legislation or statute includes references to regulations, orders or notices made under or in connection with such legislation, statute or regulations and all amendments, replacements or other changes to any of them.
4.1. Compliance with Applicable Legislation.
4.2. Obtaining and respecting End User Consent at all times during your use of the CartBoss Service.
4.3. Requirements and restrictions regarding End User Messages
4.4. Should the Provider have reasonable grounds to believe that you have not complied whit any or all of the obligations listed in all of the clauses in section 4., or in situations where the Provider shall be directly or indirectly notified that this is the case by an End User, a public authority, or any third party, the Provider reserves the right to suspend you from accessing and using the Service as stated in section 12., and to seek just compensation from you, for any and all damages that the Provider or any third party seeking compensation from the Provider, has incurred.
4.5. You and your Personnel warrant, that you shall:
4.6. When accessing the Service, you and your Personnel shall:
4.7. Without limiting the clauses from section 4., no individual other than a Permitted User may access or use the Service. You may authorise any member of your personnel to be a Permitted User, in which case you must provide us with the Permitted User’s name and other information that we reasonably require in relation to the Permitted User. You must procure each Permitted User’s compliance with clauses 1, 4.2, 4.3, 4.4 and 4.5 as well as any other reasonable condition notified by us to you.
4.8. A breach of any of these Terms by your Personnel or any Permitted User is deemed to be a breach of these Terms by you.
4.9. You are responsible for procuring all licences, authorisations and Consents required for you and your Personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service.
5.1. We shall use reasonable efforts to provide the Service:
5.2. Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.
5.3. We shall use reasonable efforts to ensure the Service is available on a 24/7 basis and during normal business hours in terms of offering User support. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We shall use reasonable efforts to publish on the www.cartboss.io website advance details of any unavailability.
5.4 Through the use of web services and APIs, the Service interoperates with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.
6.1. You acknowledge that:
6.2. You must arrange all consents and approvals that are necessary for us to access the Data as described in the clauses from section 4.
6.3. You acknowledge and agree that:
6.4. While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of all Data uploaded by you onto the Service.
6.5. You agree that we may store Data (excluding any Personal information) in secure servers in Frankfurt, Germany and may access that Data (excluding any Personal information) in the Republic of Slovenia for the purposes of maintenance and service upgrades from time to time.
6.6. You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights of the Provider or intellectual property rights and privacy rights of third parties) or that the Data is Objectionable, incorrect or misleading.
7.1. The Service is provided on a payable basis whereby any and all use of the Service, with the explicit exemption of the “Free Trial”, warrants your payment of Fees to us.
In order to use and pay for the Service your accounts balance needs to have the sufficient amount of funds, which can be achieved by topping-up your account in accordance with point 7.6..
Each time you successfully top-up your accounts balance an invoice shall also be issued and sent to you via email.
Each time you decide to send a End User Message, the corresponding Fee (i.e. the specified price per End User Message amount) is automatically subtracted from your accounts balance the moment you send a End User Message via the Service.
7.2. All applicable Fees and pricing options for individual usage packages are listed on the pricing page on www.cartboss.io/pricing/
Any and all discounts, promotions or special offers shall also be clearly displayed and listed on www.cartboss.io/pricing/ at the time of their validity.
7.3. Prices and VAT.
All prices listed on www.cartboss.io/pricing/ are listed without VAT.
We automatically subtract the value of the applicable VAT from our Fees, so that the Fees you pay are the final payment you are required to make for using our Service, whereby this does not apply to business within European Union who do NOT provide us with their verified VAT registration number when registering their account. To avoid doubt, the prices listed on the www.cartboss.io website represent the final amount of Fees you are required to pay for using the Service.
You hereby acknowledge and agree, that you are solely responsible for any and all tax related issues with regards to your payment of Fees to us.
7.4. You shall pay the Fees:
If you do not agree with the abovementioned payment terms and methods, as well as the fact, that all funds that have been topped-up to you account are non-refundable as per point 12.5, you are required to cease all use of the Service and delete your account prior to any topping-up of funds to your account and any use of the Service.
7.5. Topping-up your account and receiving the Invoice.
In order to top-up your accounts balance, click “Top Up Now” on your User dashboard while registered. Select a top-up amount and currency. Enter your payment method and credit card details. Then select “Review”. You will see a pop-up showing the “Payment amount”. Select “Pay now” if you are happy with your selection or “Cancel” to select a new amount. If top-up has been successful you should see a screen with a message that starts “You have successfully credited your account in the amount of …” followed by your account details and the top-up amount. Select “Finish” to complete the transaction.
An invoice corresponding the transaction shall then be e-mailed to the email address that is tied to your User account.
If you would require an invoice to be sent in physical form, please contact us prior to you topping-up your balance at [email protected].
7.6. Increase of Fees and your right to terminate this Agreement.
We may increase the Fees by giving at least 15 days’ notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service as described in section 12. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the increased Fees.
8.1. Subject to clause 2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
8.2. Title to, and all intellectual property rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the provision of the Service and exercise of our rights and performance of our obligations in accordance with these Terms.
8.3. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.
8.4. If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (hereinafter: Feedback):
8.5. You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, verify or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.
9.1. Each Party must, unless it has the prior written consent of the other Party:
9.2. The obligation of confidentiality in clause 1 does not apply to any disclosure or use of Confidential Information:
10.1. Each Party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
10.2. To the maximum extent permitted by law:
10.3. You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade. The parties agree that:
10.4. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:
11.1. Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by you relating to the Service in the previous Year (which in the first Year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability). The cap in this clause 1 includes the cap set out in clause 10.2a.
11.2. Neither Party is liable to the other under or in connection with these Terms or the Service for any:
11.3. Clauses 1 and 11.2 do not apply to limit our liability under or in connection with these Terms for:
11.4. Clause 2 does not apply to limit your liability:
11.5. Neither Party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other Party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other Party or its Personnel.
11.6. Each Party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other Party under or in connection with these Terms or the Service.
12.1. Unless terminated under this clause 12, these Terms and your right to access and use the Service starts on the Start Date and continues until:
12.2. You may also terminate this Agreement and your right to access and use the Service in accordance with clause 7.6 (increase of Fees).
12.3. Termination of this Agreement does not affect either Party’s rights and obligations that accrued before that termination.
12.4. On termination of this Agreement, you must pay all Fees for the provision of the Service prior to that termination.
12.5. No compensation is payable by us to you as a result of termination of this Agreement for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid or any funds that have been left in your account.
12.6. Except to the extent that a Party has ongoing rights to use Confidential Information, at the other Party’s request following termination of this Agreement but subject to clause 12.8, a Party must promptly return to the other Party or destroy all Confidential Information of the other Party that is in the first Party’s possession or control, as well as any Personal Data as per the CartBoss Data Processing Agreement.
12.7. At any time prior to one month after the date of termination, you may request:
To avoid doubt, we are not required to comply with clause 12.8a to the extent that you have previously requested deletion of the Data.
12.8. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:
12.9. Upon any termination or deletion of your account, you hereby acknowledge and agree to destroy any and downloaded materials that relate to the Service or the Intellectual property of the Provider that are in your possession or in the possession of your Personnel or Affiliates whether in electronic or printed format.
13.1. Neither Party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
13.2. No person other than you and us has any right to a benefit under, or to enforce, these Terms.
13.3. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
13.4. Subject to providing the Service and the Agreement you have entered into, you hereby acknowledge and agree, that we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
13.5. If we need to contact you, we may do so by email or by posting a notice on the www.cartboss.io website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing [email protected].
13.6. These Terms, and any dispute relating to these Terms, the CartBoss Data Processing Agreement or the Service, are governed by and must be interpreted in accordance with the laws of the Republic of Slovenia. Each party submits to the exclusive jurisdiction of the Courts of the Republic of Slovenia in relation to any dispute connected with these Terms or the Service.
13.7. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses in section 6., 8, 9, 11, 5 to and including 12.9 and 13.6, continue in force.
13.8. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
13.9. Subject to clauses 1 and 7.6, any variation to these Terms may only be done by the Provider and does not require the signing of both parties.
13.10. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986, and that it is fair and reasonable that the parties are bound by this clause 10.
12.11. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.