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VIINDOO ENTERPRISE MANAGEMENT SOFTWARE SERVICE AGREEMENT 


(No.: VIIN.USE.CON.141223)

THIS IS A LEGAL AGREEMENT BETWEEN THE CUSTOMER AND VIINDOO TECHNOLOGY JOINT STOCK COMPANY, OUTLINING VIINDOO’S COMMITMENTS TO CUSTOMERS AND CUSTOMER’S RIGHT AND RESPONSIBILITIES WHEN USING VIINDOO BUSINESS MANAGEMENT SOFTWARE.

PLEASE READ CAREFULLY THE CONTENTS OF THIS VIINDOO ENTERPRISE MANAGEMENT SOFTWARE SERVICE AGREEMENT (“AGREEMENT”). IF YOU DISAGREE WITH ANY CONTENT HERE, PLEASE REFRAIN FROM ACCESSING AND USING VIINDOO ENTERPRISE MANAGEMENT SOFTWARE.

THE CUSTOMER AGREES THAT THIS AGREEMENT TO USE VIINDOO ENTERPRISE MANAGEMENT SOFTWARE CONSTITUTES AN ELECTRONIC CONTRACT WITH LEGAL VALIDITY BETWEEN THE TWO PARTIES.

1. DEFINITIONS AND EXPLANATIONS​

1.1. Viindoo Enterprise Management Software: Is a comprehensive enterprise management software solution that helps businesses effectively apply information technology in managing business operations, improving the quality of human resources, reducing costs, and maximizing profits; hereinafter referred to as "Viindoo Software''. Viindoo Software is developed and operated by Viindoo on an open-source software platform.

1.2. SaaS: An abbreviation for "Software As A Service", a form of providing software to users as a service and/or rental service using cloud computing technology.


1.3. Viindoo SaaS: Is the service of using Viindoo Software provided to users at the Internet address: https://viindoo.com.

1.4. Customer: Any individual, organization, or entity that registers to use Viindoo SaaS and agrees to the terms and conditions stipulated in this Agreement.

1.5. Instance: The Viindoo Software established based on the information registered by the Customer for use.

1.6. Recurrence: The duration of using the Instance calculated on a monthly or yearly basis.


1.7. User: One or more accounts created by the Customer to access and use the Instance.

1.8. Service Fee: The fees that the Customer must pay to Viindoo to use and maintain the Instance according to the Recurrence, to ensure the Customer's right to use as committed in Section 6 of this Agreement.


1.9. Subscription Order / SO: An order recording the Service Fee that the Customer needs to pay to Viindoo during the use of Viindoo SaaS. The Subscription Order (SO) is sent to the email that the Customer has provided at the time of setting up the initial Instance as the basis for payment.

1.10. Start Date: The date when the Viindoo Instance is created and activated after the Customer successfully pays for the plan.


1.11. End Date: The last day of use of the Viindoo Instance according to the plan cycle that you have paid for.


2. INTELLECTUAL PROPERTY RIGHTS​

2.1. Viindoo commits to having full rights and authority in owning and providing Viindoo SaaS services in accordance with international and Vietnamese laws on intellectual property ownership.


2.2. Customers have the right to use Viindoo Software to create data for their activities and work, and have the right to access and download the data entered into the system during their usage.


2.3.Viindoo software includes, but is not limited to, records, documents, features, improvements, modifications, additions, translations, compilations, or other platforms provided to customers.

3. REGULATIONS ON INFORMATION SECURITY​

3.1. Viindoo respects privacy and strictly complies with legal regulations on consumer information security. Viindoo only uses the information provided by customers to serve the use of Viindoo software. Please refer to the Privacy Policy to understand how we protect the information provided by customers.

3.2. Viindoo may use some or all of the information and data created by customers from using Viindoo software for research, product and service improvement, market analysis, and consumer habits. We commit that this information and data do not contain any specific contact information (name, address, phone number), specific transactions, or production and business secrets.

4. USER ASSESSMENT​

4.1. Viindoo reserves the right to use the name and/or trademark of the Customer for marketing purposes or in promotional campaigns, product/service introductions, or in conversations with other Customers or potential Customers of Viindoo. For example, Viindoo may display the names and/or trademarks of Customers on its website.


4.2. The Customer agrees to indemnify, reimburse, and hold Viindoo harmless from any legal obligations, litigation, losses, expenses including but not limited to fines, attorney fees, consultant fees related to resolving or arising from their own violations during the use of the system.


5. VIINDOO SAAS TERMS OF USE​

5.1. Service Fee

The Service Fee for using Viindoo Software is publicly listed in the "Pricing" menu on the website: https://viindoo.com/pricing and is calculated based on the Recurrence with various Viindoo SaaS plans. The Service Fee will start to be charged from the activation of the Instance and will only stop being charged in accordance with the provisions in point (ii) of Section 5.5.2 of this Agreement.

5.1.1. Service Registration

  • After completing the initial setup steps for the Instance, the Customer will receive a payment notification along with an invoice and a Subscription Order valid for the total number of Users registered under the Viindoo SaaS plan and the Recurrence chosen by the Customer.
  • The Instance will be activated for use within 72 hours from the time of Customer's full payment following the above Subscription Order.

5.1.2. Periodic Service Fee

This is the fee that the Customer must pay to extend the usage period of Viindoo SaaS and the stable operation of the Instance based on the number of purchased Users. On the Expiry Date, Viindoo will send a payment notification along with the Subscription Order to the Customer as a basis for paying the Service Fee for the next Recurrence.


5.1.3. Incurred Service Fee

The incurred Service Fee is the fee (not included in the periodic Service Fee already paid) calculated for additional services such as:


(i) Purchasing additional Users

  • The Subscription Order will continuously update the number of newly created Users in the month, automatically aggregate the Service Fee, and send it to the Customer on the first day of each month.

  • The incurred Service Fee for each additional User will be calculated for the remaining time of the previously registered Recurrence from the time of creation.

(ii) Upgrading the Viindoo SaaS plan


When installing additional applications and/or creating new Users beyond the scope of the initially registered Viindoo SaaS plan, the Customer's Instance will be upgraded to a higher Viindoo SaaS plan, immediately incurring a differential fee for the remaining time of the previously registered Recurrence.The payment notice will be sent immediately for the purposes of calculation of  the payment terms for this incurred Service Fee.


Viindoo is not responsible for refunding any Service Fees that You have paid in any case.

5.1.4. Adjustment of Service Fee

  • Viindoo may adjust (increase/decrease) or change the method of calculating the Service Fee at any time but not more than once in a calendar year.

  • Service Fees already paid for multiple Recurrence will not be affected by the above-mentioned adjustment during the service period that the Customer has paid for.

5.2. Payment Terms

5.2.1. Payment method

Customers are requested to pay 100% of the Service Fee through approved methods as stated in the Payment and Refund Policy.

5.2.2. Payment deadline

All Service Fees under this Agreement must be paid  in full according to the Invoice received within 15 days from the date of receiving the payment notice.

5.2.3.  Payment notice

Viindoo will attempt to carry out related actions to warn, remind of payment, notify extension to Customers through one or more of the following forms: Email, text message (SMS), direct phone call, or automated calling system notification (IVR). Payment notices may be sent multiple times by the payment due date.

5.2.4. Invoices

(i) Customers will receive the invoice for Service Fee immediately after completing the  Instance registration as per Section 5.1.1 of this Agreement.

(ii) For periodic and incurred Service Fees as stipulated in Sections 5.1.2 and 5.1.3, the invoice will be sent to the Customer's email no later than 7 days after the Customer pays the Service Fee and it will be confirmed on the Instance.


5.3. Active the Instance

5.3.1. Within 72 hours from the time the Customer fully pays the Service Fee, Viindoo will send an email notifying the successful activation with the information of the Instance, including:

    • Domain name (URL);
    • Username and Password;
    • Creation Date of your Viindoo System. 

5.3.2. The Customer is obligated to change the user account password after receiving the email.

5.4. Suspense the Instance

5.4.1. Instance suspension is a situation where the Customer is not able to  access the Instance due to one of the cases specified in Section 5.4.2 below. During this suspension period, the Customer's data continues to be backed up and stored.

5.4.2. Viindoo has the unilateral right to suspend the Instance in the following cases:

(i) The Customer fails to make payment or fails to make full and timely payment as stipulated in Section 5.1.8 of this Agreement;
  

(ii) The Customer's use of the Instance or data on the Customer's Instance poses potential security risks or impacts Viindoo Software;

(iii) Suspension for maintenance, upgrades, bug fixes, or to address, prevent information security incidents, or as per technical requirements;

(iv) Upon request from the competent state authority.


5.4.3. In the event of wanting to suspend the use of Instance, the Customer is required to notify Viindoo through the support channels specified in  the Warranty and Technical Support Policy. Upon receiving the notification, Viindoo will proceed with the necessary procedures to suspend the service.

5.5. Revoke the Instance

5.5.1. “Revoke” is understood as the Instance and any data generated from or related to the Instance will be removed completely. Customers will not be able to access the Instance to perform operations or back up any data that has been generated or stored previously.


5.5.2. The Instance may be revoked in the following cases: 

(i) The Customer has no interactive activity on the Instance for 90 consecutive days in the case of registering to use Viindoo SaaS One App plan. Viindoo will send an email notification in advance before retrieving the Customer's Instance;

(ii) The Customer sends a revocation request to Viindoo;

(iii) The Customer fails to pay the Service Fee within 15 days from the date the Instance is temporarily suspended as stipulated in point (i) of Section 5.4 of this Agreement; or

(iv) Upon request from the competent state authority.

5.6. Reactive the Instance

5.6.1. Viindoo will support Customers to reactivate the Instance that has been revoked due to non-payment in case the Customer has a need, with the condition that the Customer must fully pay the outstanding Service Fees.   

5.6.2. The reactivated Instance will be the most recent backup with the data entered by the Customer before the revocation.

6. CUSTOMER'S RIGHTS TO USE VIINDOO SOFTWARE

6.1. During the period of the Instance's valid usage, the Customer has the right to: 

(i) Fully utilize the features of Viindoo Software according to the registered Viindoo SaaS plan;


(ii) Create data on the Instance to serve the work and download the entered data on the Instance;


(iii) Add  or change the Viindoo SaaS plan, but with a fee. However, Viindoo does not support downgrading the plan;


(iv) Install additional modules suitable for their usage needs within the scope of the Viindoo SaaS plan. However, the Customer is responsible for any issues arising from the installation of modules developed by the Customer or third parties without our assessment;


(v) Request Viindoo to change the registered information for Instance usage when there are changes in the transaction entity's information within 7 working days from the date of change;

(vi) Request Viindoo to fulfill maintenance and technical support responsibilities as per the Warranty and Technical Support Policy.

6.2. In addition to the obligations stipulated in this Agreement, the Customer is responsible for:


(i) Maintaining the security of the accounts created during the Instance usage and bearing all responsibilities for activities related to these accounts; 


(ii) Providing the required information during usage and taking legal responsibility for the purpose and accuracy of the information provided during the use Viindoo Software; 


(iii) Actively monitoring the status and validity period of the registered services; 


(iv) Fulfilling payment obligations for any incurred and outstanding Service Fees, even if the Instance is temporarily suspended or revoked as per the provisions in Sections 5.4 and 5.5 of this Agreement;


(v) Taking legal responsibility for any actions that violate legal regulations when using Viindoo Software.

6.3. The Customer is not allowed to use the Instance, including but not limited to updating, transmitting data, sending emails, etc., for the following purposes:


(i) Engaging in attacks, sending spam, illegal activities, or using the Viindoo Software platform to harm Viindoo and/or other parties;


(ii) Damaging, infringing on the privacy, human rights, intellectual property rights, property rights, etc., of any individual or organization;


(iii) Obstructing or damaging the Viindoo Software, including but not limited to unauthorized access to the Viindoo Software through any device, machinery, or software;


(iv) Engaging in other illegal activities violating laws and regulations.

6.4. Upon noticing unauthorized use or access to the Users account or the Instance, or any security breaches, the Customer must promptly contact Viindoo for timely support.

6.5. Viindoo SaaS One App is a free service for using Viindoo Software. However, Viindoo is not responsible for any errors, data loss, or any rights of the Customer and/or resolving any related losses or issues in any case regarding this service plan.

6.6. The Customer is not allowed to transfer the rights and obligations under this Agreement to any third party without Viindoo's consent. 


6.7. The Customer commits to comply with the regulations, policies on software copyright, author's rights, and other related intellectual property rights when using Viindoo software. 


7. FORCE MAJEURE 

7.1. Force majeure event is an objective event that is beyond the control of the Parties, including but not limited to:


a) Natural disasters, calamities, war, riots, protests, epidemics, pollution, terrorist actions or threats, or alarms causing obstruction or destruction or disruption or cessation of connection to Viindoo Software;


b) Wide-scale power outage, telecommunication cable breakage, Internet transmission interruption;


c) Hacking, computer virus attacking Viindoo Software/Instance causing paralysis, obstruction, or destruction of software, data;


d) Policy changes or prohibitions by the competent state authority's decision.


(Hereinafter referred to as "Force Majeure")

7.2. The failure of one Party to fulfill its obligations due to Force Majeure shall not be a basis for the other Party to demand termination of this Agreement and compensation for damages.


7.3. The Party affected by Force Majeure is obligated to notify the other Party of the situation and the anticipated consequences affecting the ability to fulfill obligations under this Agreement within 10 (ten) days from the occurrence of Force Majeure. At the same time, reasonable preventive and remedial measures should be applied to minimize the impact of Force Majeure.


7.4. In the event that both Parties agree to terminate this Agreement due to Force Majeure, the obligations of each Party arising before the occurrence of Force Majeure are not exempted.


8. LIMITATION OF US LIABILITY 

8.1. Disclaimer

Viindoo does not guarantee, declare, or warrant that the use of Viindoo Software will not be interrupted or error-free, or that Viindoo Software will meet the Customer's requirements or that all software and/or document errors will be corrected or the overall system operation of the Instance (including but not limited to: the Internet, other transmission networks, internal networks, and customer devices). Viindoo does not guarantee in any form, whether explicit or implied, regarding conditions such as quality satisfaction, suitability for specific use, or non-infringement of third-party rights. Viindoo Software is provided "as is" and "as available" for Customer use. The Customer will be responsible for determining whether the Instance or the information generated from the Instance is accurate and fully meets their intended use. The Customer is legally responsible for any information/data generated from the Instance.  

8.2. Limitation of legal responsibility


8.2.1. Viindoo shall not be liable, compensate, or jointly responsible for any consequences or damages arising from the Customer's failure to comply with the provisions of this Agreement.


8.2.2. In no event shall we be liable for any direct, indirect, incidental, or punitive damages, including but not limited to damages resulting from loss of revenue, loss of profits, loss of business advantage, business interruption, or data loss as a result of:


(i) the use or inability to use the Instance;


(ii) any changes made to the Instance;


(iii) denial of access or alteration of data;


(iv) deletion, corruption, or failure to store data on or through the Instance;


(v) statements or actions of any third party regarding the Instance; and


(vi) any other issues related to the Instance.

9. DISPUTE RESOLUTION 

9.1. Any dispute, argument, complaint, or disagreement arising from or relating to these Agreements against or involving Viindoo or any indemnified Party under these Agreements shall be prioritized for resolution through negotiation, mediation, equality, and mutual benefit.

9.2. In the event that negotiation and reconciliation do not result in a settlement, a Party has the right to initiate legal proceedings and request the competent People's Court in Hai Phong to settle the dispute in accordance with the laws. Any expenses arising from or related to the dispute resolution process in the court of the prevailing Party (including but not limited to: court fees, other administrative fees, travel and accommodation expenses, attorney consultation fees, litigation attorney fees, enforcement costs, etc.) shall be borne by the losing Party.

10. GENERAL TERMS 

10.1. Applicable law

This Agreement is governed by and interpreted in accordance with the Vietnamese laws.

10.2. Individuality of each provision

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity and enforceability of the remaining provisions of this Agreement.

10.3. Amendments, supplements

(i) Viindoo will continuously modify and improve the Viindoo Software. Therefore, we reserve the right to amend and supplement the content of this Agreement at any time. The amended content will be notified by Viindoo to the Customer at least 10 days before the effective date on the Website and via the Customer's Email.

(ii) In case of disagreement with the amended content, the Customer may carry out procedures to temporarily suspend or invalidate the Instance as stipulated in this Agreement.

10.4. Effectiveness

This Viindoo Enterprise Management Software Service Agreement was last updated on 14th Dec. 2023


11. CONTACT INFORMATION

VIINDOO TECHNOLOGY JOINT STOCK COMPANY

Address: 6th floor, Taiyo Building, No. 97 Bach Dang, Ha Ly Ward, Hong Bang District, Hai Phong city, Viet Nam.

Hotline: (+84) 0225 730 9838 

Email: