STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF A DIGITAL POINT OF SALE SYSTEM AND ADVERTISING SERVICES AT YOUR PREMISES (the “Agreement”)

Please read the following terms and conditions carefully. These terms set out your agreement with TVM for the supply of a TVM System in your premises. You will approve these terms when you log into our services


Definitions

The following defined terms used in this Agreement shall have the following meanings:

Activation Date: The first date on which the System is activated to display adverts at the Site;

Business Day: means a day (excluding Saturdays) on which companies are generally open in yoiur country 

Company: means TVM

In Venue Adverts: means short adverts relating to activities or promotions within the Site. All such adverts shall be in a format approved or follow the templates supplied by the Company;

Site(s): the Site Provider’s site at which the System is to be installed as notified by the Site Provider to the Company;

Site Provider: the person, company or business entity that owns or leases the Site that is contracting with the Company on the terms of this Agreement. If you are an individual you must be 18 or over to enter into this Agreement;

Specific Site Location: means the position of the System (and its constituent parts) as agreed between the Site Provider and the Company;

System or TVM Media System: The Company' digital point of sale advertising system currently called the "TVM System" comprising of any device installed by the Company to enable the TVM service or to together with any other hardware device or software that may subsequently be added to or incorporated within it from time to time by the Company; and


1. General

1.1 This Agreement sets out the terms upon which the Site Provider agrees that the Company can install, display and operate the System at the Site.
1.2 Whilst using TVM the Site Provider shall not enter into an agreement with another supplier of digital point of sale screens.
1.3 The Site Provider warrants that it either owns the freehold interest in the Site, or has a leasehold or other legal interest in the Site which gives it the right to lawfully occupy the Site and to have the  System installed by the Company (and for the System to remain fully operational at all times) and will do so for the Term of this Agreement.
1.4 The Site Provider further warrants that no other third party can exercise any control, lien or any other  such third party right that would frustrate or render this Agreement null and void and/or prevent the recovery of the System by the Company in accordance with this Agreement.
1.5 The Site Provider shall not disclose, allow or cause to be disclosed any commercially sensitive information regarding the Company including (but not limited to) their business practices, commercial initiatives or key customer relationships.
1.6 The Company' may from time to time provide the services and equipment to you under this Agreement using their affiliates and third parties so any reference to the Company should be construed accordingly.
 

2. Term

2.1 Subject to earlier termination in accordance with Clause 12, this Agreement shall commence on your  acceptance of delivery of the equipment via the Proof of Delivery form and continue for a minimum  period of 12 months ("Minimum Term") from the Activation Date. The Agreement shall continue after the Minimum Term until either party terminates it in accordance with Clause 12.
 

3. The Company Obligations

3.1    The Company shall be responsible for the delivery and installation of the System to the Site. All  installation works are to be carried out by the Company in a location at the Site specifically agreed  with the Site Provider.
3.2    All maintenance and/or repairs shall be undertaken by the Company during the Term. The  Company reserve the right to maintain, repair, replace, enhance, extend, add to or upgrade any part  of the System at any time upon giving reasonable notice to gain access to the System. This may include  adding supplementary technologies, for example, connectivity dongles.


4. Site Provider's Obligations

The Site Provider shall:

4.1    ensure that the System remains in the Specific Site Location and that the System (or any part thereof)  is not moved either within the Site or taken off Site without the prior written approval of the  Company;
4.2    not, at any time, allow anyone other than the Company access to the System except any of its  employees, agents or any other third party for the purpose of turning power on and off, unless  otherwise specifically requested or authorised to do so in writing by the Company;
6.5    ensure that the System is always turned on and operating during all normal Site opening hours; or  such other hours as are agreed by the Company in writing;
4.3    ensure that the System is not hidden (in whole or in part) or obscured in any way whatsoever and  that the Specific Site Location is kept clean and tidy at all times;
4.4    notify the Company immediately but within no more than 12 hours of any problems or System failures of which it becomes aware;
4.5    allow the Company access to the System or any part of it at all times, upon the Company giving  reasonable notice, for the purposes of carrying out checks, maintenance or repair or to change or  remove the System or any other such related or similar activity;
4.6    maintain the relevant .electrical power supply at all times to fulfil the requirement in clause 6 at  its own cost;
4.7 not permit another party other than the Company to install and/or operate any digital and/or other  medium that carries advertising and/or interacts with mobile devices e.g. beacons within the Site;
4.8 at all times keep the System clean, free from dust and debris, and otherwise in good condition in  accordance with the Welcome Booklet;
4.9 at all reasonable times and by prior arrangement to allow the Company access to the Site for the  purposes of carrying out customer surveys, PR activities or similar activities;
4.10 to immediately notify the Company in writing or by phone of any change to wet or dry products  being stocked and/or sold and of the existence of any trading agreements with wet or dry product  suppliers. For the avoidance of doubt, the Site Provider shall not provide any information which is  competitively sensitive (including without limitation the prices it pays its suppliers for those  categories of product);
4.11 to supply and maintain internet connectivity for the System to the required download speed of 4mbps  allowing up to 4GB of data usage pcm to allow effective operation of the System. If an existing  internet service exists at the Site then the System will be connected to such service otherwise this  may be provided separately by the Company. The provision of such connectivity by the Company  will be subject to separate terms which the Site Provider must adhere to. If connectivity is provided  by a third party then the Site Provider warrants that such service can be used in connection with the  System;
4.12 to immediately notify the Company of a change in internet service provider if the provider is being  used to support connectivity to the System;
4.13 The Site Provider shall at all reasonable times allow access for the Company to undertake pre- installation surveys; and
 

5. Advertising Content

5.1    The Company rely on paid for advertising content on the System for the viability of the providing the  System and so the Site Provider acknowledges that the Company make the final decision as to what  advertising content is displayed on the System.
5.2    The Company will not allow or permit any advertising content to be displayed that may adversely  affect the business of the Site Provider in the event of and provided that the Site Provider first notifies  the Company in writing of any such advertising content.
5.3    The Company will provide the Site Provider with the majority of advertising slots (through promotions, menu, sports table or any future features) on the System for In Venue Adverts. The available volume of such slots to you will depend on the Company’ ability to sell third party advertising in such slots. If the Site Provider chooses to do so then it will be subject to separate terms for such service to which it must adhere to (a copy of such terms can be found on the portal for In Venue Advert submission). The Company reserve the right to not publish the In Venue Advert if it does not comply with such terms.
 

6. Ownership and Title

6.1 Ownership and title to the System and any part of it shall remain the property of the Company at  all times and the Company reserve the right to remove the System immediately upon giving written  notice in accordance with clause 14.
 

7. Insurances

7.1 During the Term the Site Provider shall, at all times, be responsible for maintaining or causing to be  maintained appropriate building and contents insurance cover with a reputable insurance provider  against all insurable risks (including, but not limited to, accidental or malicious damage, fire, theft,  vandalism and power surges), ensuring that the System is covered by the policy to its full replacement value, which does not exceed £1,000 (one thousand pounds) per System. In the event that the System  is not insured and losses are incurred as a result by the Company the Site Provider shall immediately  make good such losses. Such losses will be treated and recoverable as a debt by way of a separate  charge or a deduction from the future Monthly Venue Payment, at the Company' discretion.
 

8. Downtime

8.1 If in the opinion of the Company the System is rendered inoperable (in whole or in part) through  any reasonably preventable action and/or default and/or omission by the Site Provider or any of its  employees, servants or agents, the Company reserve the right (as non-exclusive remedies and  without prejudice to their rights generally in law) to remove the system
 

9. Exclusion and Limitation of Liability

9.1 The Site Provider acknowledges that the System is dependent upon the availability of an internet  connection, as well as for System upgrades, repairs, maintenance and modifications. The Company  do not warrant that the System service will be available continuously throughout the Term.
9.2 The Site Provider shall at all times be solely responsible for ensuring that other equipment and/or  systems within the Site do not adversely interfere with or affect the satisfactory operation of the  System.
9.3 Neither Company shall be responsible for:
9.3.1 any indirect or consequential loss resulting from a breach of contract, negligence or other  tort on the part of either Company, its officers, employees or agents;
9.3.2 Any failure in their performance of this Agreement caused by events outside their  reasonable control;
9.3.3 Any loss to the extent such loss is caused by the Site Provider's breach of this Agreement or  negligence (or other tort);
9.3.4 The termination of this Agreement in accordance with its terms.
9.4 This clause 9 sets out the Company' entire liability in relation to this Agreement.
9.5 Notwithstanding any other provision, nothing in this Agreement shall restrict the Company' liability  for death, personal injury, fraud, or for any other matters which it is unlawful to exclude or limit their  liability for as a matter of law.
9.6 Without prejudice to the other provisions of this clause 11, the Company' entire liability to the Site  Provider pursuant to this Agreement for any loss howsoever suffered or occurring shall be limited to  the total Monthly Venue Payments paid (or payable) in the 12 month period preceding the relevant  claim(s).
 

10. Termination

10.1 Without prejudice to any rights that have accrued under this Agreement or any of its rights or  remedies, the Company may terminate this Agreement by giving at least 30 days' written notice to  the Site Provider.
10.2 The Site Provider may terminate this agreement by giving the Company no less than 30 days' written  notice:
10.2.1 any time after the end of the Minimum Term; or
10.2.2 to expire at the earliest on the date on which the variation takes effect, if the Company has  given notice to you of a variation in accordance with Condition 3.5 during the Minimum  Term.
10.3 The Company may terminate the Agreement with immediate effect if the Site Provider is in breach  of any provision of this Agreement or upon notice where the Site Provider go into receivership or  liquidation or become bankrupt or insolvent or make any composition with creditors.
10.4 Following Termination of this Agreement the Company reserve the right to remove the System from  the Site within a reasonable time from receipt of the written notice. If the Site Provider terminates  prior to the end of the Minimum Term (save where it has a right under this Agreement to do so), the  Site Provider must reimburse the Company for the reasonable losses suffered including the cost of  removing the System, administration costs and the loss of advertising revenue which the Company  would have otherwise earned during the Minimum Term.
10.5 Until the System is removed by the Company the terms of this Agreement shall remain in full force  and effect, save that no Monthly Venue Payment will be paid beyond the Termination date.
 

11. Assignment

11.1 The Company may at any time assign, transfer, charge, subcontract, novate or deal in any other  manner with all or any part of its rights or obligations under this Agreement, provided that the  transfer will not affect your rights under this agreement. The Site Provider will do all acts and execute  all documents reasonably required by the Company to give effect to such disposal.
11.2 The Site Provider may not assign, transfer, charge, subcontract, or deal in any other manner with all  or any of its rights or obligations under this Agreement without the prior written consent of the  Company.
 

12. Notice

12.1 Any notice to be given under this Agreement must be in writing. A notice to the Site Provider may be sent by post or by email to, or in accordance with the Site Provider's details for correspondence.

12.2 All notices shall be deemed (until the contract is provided) to have been received three (3) days after  posting or on the following day if sent by email.
 

13. Entire Agreement

13.1 This Agreement constitutes the entire agreement between the parties in relation to the System and  supersedes and extinguishes all previous drafts, agreements, arrangements and understandings  between them, whether written or oral, relating to its subject matter. Neither party is relying on any  representation, understanding or implication by custom or practice in entering into this Agreement,  save for its terms.
 

14. Third Party Rights

14.1 A person who is not a party to this Agreement shall not have any rights under or in connection with it.
 

15. Variation

15.1 The Company may change or add to the terms of this Agreement as it believes necessary. Notice of  such changes or additions or any other notice to be given by the Company under this Agreement  may be given by whatever written means the Company choose.
 

16. Use of Data

16.1 The Company are joint data controllers in respect of any personal data that is processed in the  course of providing the TVM Media System to a Site Provider. Each Company agrees that it will only  process personal data in accordance with this Agreement and the relevant Privacy Notice as set out at on our website.

17. Governing Law and Jurisdiction

17.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter  or formation (including non-contractual disputes or claims) shall be governed by and construed in  accordance with the Laws of Sweden.
17.2 The Company and the Site Provider irrevocably agree that the courts of Sweden shall  have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this  Agreement or its subject matter or formation (including non-contractual disputes or claims).