Tiller Systems Terms and Conditions

Article 4. Description of the Offers

Tiller Systems commercialise its Services in the form of monthly subscriptions that must be paid for during the Contract. The Customer is free to choose from among the contract periods of the various Tiller Systems offers to enjoy the service most appropriate to their business. In exchange for the subscription to its Products and Services, Tiller Systems allows the Customer access to the following services for the duration of the Contract: right to use the Application and Back Office, maintenance and updating of the Application and Back Office, and access to the Support Team. The Customer may also decide to subscribe to add-on features for which the details and invoicing terms are indicated in the Contract. These add-on features are added to the Customer's subscription when they sign up.

 Article 5. Commercialisation of Products and Services

5.1. Placing Orders

The Customer orders Products and Services by validating the Contract proposed by Tiller Systems following a demonstration in person or by video conference.

Validation is in the form of the Customer's handwritten signature on the Contract or by means of an electronic signature certified by an electronic document management application. Validation of the Contract implies express acceptance of the T&C. All orders are firm and final. In the event of the unavailability of a Product and/or Service subscribed to by the Customer, Tiller Systems shall inform the Customer of this as soon as possible and shall endeavour to find a solution that satisfies the Customer. If Tiller Systems is obliged to replace a Product and/or Service that is unavailable on the date the Contract is validated by the Customer, any price difference shall be invoiced to the Customer if it exceeds the amount indicated in the Contract, or shall be subject to a credit note if the price of the final service is less than that indicated in the Contract.

5.2. Provision of Products and Services – Retention of Title

Products sold to the Customer under the Contract shall remain the property of Tiller Systems until all sums due and associated taxes have been paid in full. 

5.3. Delivery of Products

Products purchased by the Customer under the Contract shall be delivered to the delivery address indicated by the Customer when placing their order. Except in a case of force majeure and within the limit of available stock at Tiller Systems or one of its suppliers, the Products shall be delivered within (on average) seventy (70) days of receipt of the first payment for the Products following signature of the Contract. This delivery time corresponds to the processing time involved in confirming the Customer's payment, ordering the Products, configuring the equipment, and the preparing and shipping the parcel. Tiller Systems shall not be held liable for the consequences of late delivery of the Products. Moreover, the Customer undertakes not to invoke the liability of Tiller Systems if the delivery time does not exceed seventy (70) calendar days from receipt of the first payment for the Products. The Customer is required to provide an accurate address allowing Tiller Systems or one of its subcontractors to easily access the premises of the Customer to hand over the products ordered. The Customer also undertakes to make themselves available to receive the Products shipped by Tiller Systems at the time set by Tiller Systems or one of its subcontractors. If one or more Products cannot be delivered to the Customer due to their absence on the time and date proposed by Tiller Systems or one of its subcontractors, this postponement of the delivery cannot be included in the maximum delivery time of seventy (70) days indicated above and Tiller Systems shall not be held liable for this delay. If one or more of the Products are returned to Tiller Systems due to an incorrect or incomplete address, or due to the absence of the Customer, the latter must pay the re-shipping fees for those Products to trigger a new delivery. This postponement of the delivery cannot be included in the maximum delivery time of seventy (70) days indicated above and Tiller Systems shall not be held liable for this delay. The Customer undertakes to check the condition of the Products on receipt. If they are damaged or if the original packaging is damaged, torn or open, the Customer must refuse the parcel and make note of a reservation on the delivery slip, indicating 'parcel refused - open or damaged'. The Customer also undertakes to annotate the delivery slip with their reservations (duly signed) related to any anomaly concerning the delivery (damage, product, damaged packaging etc.) This verification shall be deemed complete when the Customer, or the person authorised by them, signs the delivery slip. The Customer must then confirm their reservations to the transporter by registered mail within two (2) working days of receipt of the Product(s) and send a copy of this letter to Tiller Systems by email at [email protected]. In general, any complaint concerning an error or issue relating to the delivery and/or installation of the Products must be sent by email to [email protected] at Tiller Systems within two (2) working days of receipt of the Product(s). Failing this, the Customer shall be deemed to have accepted the delivery unreservedly.

5.4. Support Team 

As part of its Service provision, Tiller Systems offers its Customers the opportunity to access its Support Team by sending an email to [email protected]. Once their request has been received by the Support Team, the Customer will receive confirmation that their request is being processed. The Customer may also contact the Support Team by opening a chat session from the Application or Back Office. The Customer is then in direct contact with the Support Team during opening hours, available at: www.tillersystems.com/fr/assistance. Each request made by a Customer will be assigned a unique ID that the Customer undertakes to mention in all correspondence to speed up the processing of their request. This unique ID also ensures that  Tiller Systems teams can coordinate to respond to each Customer request as quickly as possible.

5.5. Proof of Transaction

Most of Tiller Systems' exchanges with its Customers are carried out via its Information System(s). The Customer hereby declares that the Tiller Systems Information System(s), for which data is stored in accordance with industry best practice, is authentic, including for providing proof of commercial transactions such as quotes, orders, payments, invoices or requests made to the Support Team.

Article 6. Financial Conditions

6.1. Pricing

The prices of products and services are those in force on the day of signing the Contract and/or renewing the Contract. In the latter case, any price modifications shall be included in the new Contract, which the Customer accepts. The price of the Products and Services is understood to be excluding VAT, and delivery and installation fees. If the VAT rate is modified during the term of the Contract, the changes shall be immediately incorporated to invoices and payments without the Customer necessarily being informed beforehand.

6.2. Discounts

The Customer may benefit from a one-off discount on the price of the Services subscribed to. Such discounts generally concern ad hoc offers occurring during the year or upon the subscription of the Customer to Tiller System Services for a significant period. In all cases, the amount of such discounts is indicated in the Contract. 

6.3. Payment Terms

The payment terms are set out in the Contract binding the Customer and Tiller Systems. 

The Customer undertakes to pay in the currency in which they subscribed to the Products and Services. On signing the Contract, the Customer may freely choose from the following payment options: bank card (Visa, Mastercard or American Express) or SEPA direct debit. Payments in cash, by cheque or by bank transfer are not accepted by Tiller Systems. However, in the event of unpaid amounts, the Tiller Systems collection teams may consider other means of payment, such as payment by cheque or bank transfer, on an ad hoc, one-time basis. If the Customer opts for a financing offer operated by a third party financier for the Tiller Systems Products and Services, the third party financier authorised for this purpose shall become the new Contract holder and shall become the sole contact of the Customer for invoicing and payment. No discount shall be granted for early payment. Payment for the Products is due on the date the Contract is validated by the Customer. Payment for the Services is due (i) either seven (7) days after the effective activation date, i.e. the date on which the Tiller Systems Information System detects use of the Services by the Customer or the date on which the Parties have agreed to activate the Services, (ii) or the date which comes latest between the effective delivery of the Products plus seven (7) calendar days and the Customer's desired activation date plus seven (7) calendar days. If the Customer benefits, with the agreement of Tiller Systems, from monthly invoices for the Services and/or staggered payments for the Products and Services in several monthly instalments, Tiller Systems shall withdraw the sums due on the first day of each month in the event of subscription to the Products and/or Services before the 15th of the month or on the 15th of each month for a subscription to the Products and/or Services taken out between the 15th of the month and the final day of the month.

6.4. Payment Deadlines

The Customer undertakes to settle all of the sums mentioned in the Contract by the deadlines provided. Unless otherwise indicated in the Contract, payment of the sums due for Products and Services is made upfront on signing the Contract. 

6.5. Late Payment 

In the event of late payment, the Customer shall be liable to pay a fixed amount of forty (40) euros and late penalties will be due without a reminder being required, in addition to all costs, including legal fees incurred for the recovery of sums not paid by the Customer and bank fees borne by Tiller Systems. In accordance with the provisions of article L.441-6 of the French Commercial Code, the interest rate for late penalties is equal to the rate applied by the European Central Bank plus 10 percentage points.

Article 7. Activation Date, Termination and Suspension of the Services

7.1. Activation Date

The Services can be used by the Customer after (i) validation of the Contract, (ii) the first payment for the Products has been made, (iii) the receipt and installation of the Products and training has taken place. Unless there is specific agreement between the Parties concerning the effective activation date of the Services, the Services take effect in the following order of priority:

• Two (2) days after the effective activation date, i.e. the first day on which the Tiller Information System detects use of the Services by the Customer;

  • Seventeen (17) calendar days after the delivery date of the Products;

  • Thirty (30) days after the date of signing the Contract.

7.2. Withdrawal

If the Contract is off-premises and does not fall into the scope of the Customer's main activity, the latter has a fourteen (14)-day cooling off period from the date of signing the Contract. This right of withdrawal can be exercised by sending a request using the form communicated by the Tiller Systems Support Team.

7.3. Duration

The Contract shall take effect on the day of signature for the period indicated in the quote or purchase order, which corresponds to the initial period. At the end of the initial period, to avoid any interruption in the Service, the Contract shall be tacitly renewed by successive periods of twelve (12) months under the same conditions as for the initial period unless there has been a change in the conditions in force on the date of renewal. In this case, the Customer shall be informed of the changes before the end of the initial period or current renewal period.

7.4. Termination

The Contract is of unlimited duration but includes an initial commitment of twelve (12) months. Once this commitment period has passed, the Contract may be terminated with one month's notice from the date the termination request is received.

The Customer may terminate the Contract using a form provided by the Tiller Systems Support Team once their initial commitment period of twelve (12) months is over. If the Customer wishes to terminate the Contract before the end of their initial commitment, they can only do so if they meet one of the two following conditions:

This form is specific to each Customer and cannot be transmitted to a third party. The Customer is solely responsible for the use of this form and Tiller Systems shall not be held liable if it is used by anyone else. The termination form must be completed by the original Contract holder only except in the case of assignment, absorption, universal transfer of the company's assets etc., and in the conditions provided in Article 14 below.

Depending on the grounds for termination, additional information and documents may be requested. They shall be retained by Tiller Systems only for processing the Customer's request in accordance with the GDPR and the conditions of Article 9 below. They cannot be transmitted to a third party unless otherwise provided for by the law and regulations or in response to the request of any relevant legal authority.

In the event of a request to terminate the Contract by the Customer after the initial twelve (12) months, the Customer's account must be up to date with the payment of all remaining amounts due (direct debit and other) on the date of the request.

In the event of a request to terminate the Contract by the Customer during the first 12 months except for one of the two eligible reasons listed below, the Customer must settle all monthly instalments as set out in the Contract until its term.

In the event of a request to terminate the Contract by the Customer during the first twelve (12) months for one of the eligible reasons listed below, the Customer's account must be up to date with the payment of all remaining amounts due (direct debit and other) on the date of the request.

• Closure of the company:

Cancellation by the commercial court or information on the status notice in the Sirene directory.

• By way of derogation from article 7.4.1 for the Customer: 

Problem with the Product making it unsuitable for its intended use after verification and validation of legitimacy by the Tiller Systems Support Team.

The termination date retained for the Contract shall be that of validation by Tiller Systems at the latest.

7.4.1. Formal Notice for Breach.

Both Parties may terminate the Contract at any time without compensation in the event of breach by the other Party of one of the essential obligations of the Contract that is not resolved within sixty (60) days of receiving formal notice sent by registered letter with request for acknowledgement of receipt.

The calculation of this sixty (60)-day deadline is understood to be from the receipt of the letter by the other Party at their headquarters. 

7.4.2 Consequences of Termination on Data Retention 

In the two (2) months following the end of the Contract, the Customer may request a copy of the latest backup of their data hosted by Tiller Systems by sending a registered letter with request for notice of receipt to the latter's headquarters; the data shall be returned in a commonly used, structured format, readable by any terminal. The data shall be returned within thirty (30) days. This may be, in the month following receipt of the Customer's registered letter, in the form of a download or, if the volume is too high, by sending on external media. All of the costs (external medium and secure sending) shall be the Customer's responsibility and must paid before sending. Tiller Systems will delete the Customer's hosted data one (1) year after the end of the Contract at the latest. This will not affect data that must be retained for a longer period due to legal or contractual obligations or those mentioned in Article 9.4 of the T&C.

7.5. Suspension for Non-Payment

In the case of failure to pay, Tiller Systems may suspend the provision of Services by providing three (3) days' notice after sending an email that remains ineffective. In this case, the Customer will also be required to grant Tiller Systems access to the Products to uninstall and recover them. If the corresponding invoice is not settled within thirty (30) days of the Services being suspended by Tiller Systems, the Customer understands and accepts that Tiller Systems may take measures relating to the backup, transfer, copying and/or destruction of their data. Reactivation of the Services following suspension involves fixed fees and may take up to three (3) working days from the effective receipt by Tiller Systems of the amounts due by the Customer. Reactivation fees must be paid before reactivation so that this process can be initiated.

Article 8. Recourse to Third Parties

To meet its contractual obligations, Tiller Systems may use subcontractors at any time. The Customer accepts this unreservedly. In this case, they will be subject to the same obligations toward the Customer, including in terms of compliance with data privacy.

Article 9. Personal Data Protection

To provide the Customer with the Services provided for in the Agreement, SumUp Services processes personal data on behalf of the Customer according to this Data Processing Agreement ("ATD").

In accordance with this Privacy Notice and for the purposes of this Agreement and its professional activities, SumUp Services may act as Data Controller and process the personal data of the Customer and its employees for its own purposes.

Article 10. Tiller Systems' Liability 

10.1. Tiller Systems' Liability concerning the Sale of the Products

The Products governed by the T&C are those to which the Customer subscribed in their subscription and, where applicable, set out in the Contract. The images of the Products accessible on the Website are for information only and are not, therefore, enforceable against Tiller Systems. The Products are offered by Tiller Systems within the limit of available stock so that Tiller Systems cannot be held liable by the Customer if a Product is unavailable. Tiller Systems guarantees the Customer against any conformity defects or hidden defects in the Products originating from a design or supply defect for ten (10) days from the shipping of the Products excluding any negligence by the Customer. This warranty covers the Products' non-conformity with the order and hidden defects originating from a material, design or manufacturing defect affecting the delivered Products and making them unusable. The Products must be checked by the Customer on delivery and any claims, reservations or complaints relating to missing items or visible defects must be made according to the conditions set out in the articles below. In the case of visible defects, the faulty parts shall by replaced by Tiller Systems subject to verification of the alleged defects. The Customer must supply evidence of the defects observed and Tiller Systems reserves the right to carry out observation and verification on site either directly or indirectly. The allegation of defects existing on delivery and revealed after receipt of the Products must be made in writing by the Customer within five (5) days following the date on which the conformity defect was discovered. No claims will be accepted if they are made more than five (5) calendar days after the shipping of the Products. The notification of the claim must include the corresponding Contract and delivery references and dates No action on non-conformity may be initiated by the Customer more than five (5) days after delivery of the Products. It is expressly agreed by the Customer's acceptance of the Contract that after this period, the Customer may not invoke non-conformity of the Products nor cite this in a counterclaim to defend themselves during debt collection action by Tiller Systems. In the event that a defect that was hidden at the time of sale occurs later and makes the Product unsuitable for its intended use, the Customer is required to inform Tiller Systems upon its occurrence within thirty (30) days of discovering it. The corresponding Contract and delivery references and dates must be included in the notification. The Customer must provide evidence of the defect(s) and their consequences on the intended use of the Product. Tiller Systems reserves the right to carry out verification and examinations on the Customer's premises either directly or through the intermediary of their choice. When the non-conformity or hidden defect is recognised by Tiller Systems, Tiller Systems undertakes either to refund the price paid for the Product in exchange for the return of the Product by the Customer or to replace the Product without compensation. The Customer is required to carefully read the instructions regarding the technical characteristics of the Products, supplied by the manufacturer of the Products, and to strictly comply with the conditions of use defined by the latter. The Customer is solely liable for consequences related to non-compliance with the conditions of use, abnormal use of the Products and/or abnormal or inappropriate storage, and Tiller Systems can in no way be held liable on this account.

10.2. Tiller Systems' Liability regarding Provision of the Services

Tiller Systems provides the Services under a best efforts obligation. The Services can never replace the administrative and management functions, and obligations of Customers. As such, the information (commercial, financial, legal or other) provided by Tiller Systems does not constitute advice. Tiller Systems guarantees the Customer against any conformity defects or hidden defects in the Services originating from a design or supply defect in the Services, excluding any negligence or fault by the Customer. Tiller Systems is especially attentive to the quality and security of its infrastructure including through technical architecture that ensures a high level of security and availability for the Services. Tiller Systems does not guarantee permanent access nor fault-free functioning, nor the accuracy and integrity of the data transmitted or downloaded. Tiller Systems can only be held liable if the Customer can demonstrate the existence of a fault attributable to Tiller Systems, harm and a causal link between the fault and the harm. The Customer remains solely responsible for the verification and validation of the accuracy of the data of their payment methods and the VAT rates applied. Tiller Systems can never be held liable for problems related to the Customer's payment methods. Tiller Systems does not guarantee that the Services will allow the Customer to attain the expected results or desired objectives. More generally, Tiller Systems does not guarantee that subscribing to the Services will improve the performance of the Customer's business. The Customer shall be solely liable for their (i) access and use of the Services including by their users, (ii) security measure and measures to protect the Products and (iii) the data they store via the Products and Services. The Customer guarantees Tiller Systems (and its affiliated companies and subsidiaries, and their directors, administrators, employees and agents) against any claims or demands, including reasonable legal fees, made by a third party due to a breach of the T&C, their abusive use of the Services, breaking the law or infringing the rights of a third party. In all cases, Tiller Systems liability shall be strictly limited to direct, certain and predictable harm, excluding any indirect, hypothetical or unpredictable harm and, in all circumstances, shall be limited to the amount effectively paid to Tiller Systems during its contractual relationship with the Customer.

Article 11. Security

Tiller Systems pays particular attention to security when developing its Services and undertakes to take all necessary steps, according to best practice, to protect the security of their Customer's files and data. All transfers between the elements installed with the Customer and the Tiller Systems Information System are encrypted. However, the Customer hereby acknowledges that despite all of Tiller Systems' efforts, the use of the latest technology and compliance with security standards, it is impossible to guarantee absolute security and faultless operating of the systems used. The Customer also acknowledges that due to the nature of the Internet, Tiller Systems can only commit to a best efforts obligation in terms of security. In particular, Tiller Systems cannot be held liable for the unavailability of the Application, Back Office and/or Website due to its services providers and subcontractors.

Article 12. Confidentiality

Tiller Systems undertakes to keep strictly confidential the information entrusted to it by the Customer. In all cases, the data concerning transactions between the Tiller Systems Information System and that of the Customer, as well as the processing of this data (reports, cash register journals etc.), are processed confidentially and are subject to the Tiller Systems Privacy Policy. The Customer acknowledges that all the written and verbal information relating to Tiller Systems' know-how are the product of original creative efforts and are confidential. Consequently, the Customer undertakes not to use them on their own behalf and not to disclose them outwith the needs of the performance of the Contract.

Article 13. Intellectual Property

The Application, the Back Office, the Website and, more generally, the technology and software underlying the Tiller Systems Services and Information System, including its ergonomics (graphic charter, tabs, features etc.) and its content (images, logos, illustrations, photos, text etc.) shall remain the exclusive property of Tiller Systems. For the duration of the Contract, Tiller Systems grants the Customer a limited, non-transferable, non-exclusive, revocable licence that cannot be subject to sub-licences concerning access to and personal , non-commercial use of the Services and any software underlying these Services, solely for the purpose of using the Services, in accordance with the T&C. All intellectual property rights shall remain the property of Tiller Systems. The Customer undertakes not to copy, modify, improve, translate, rent, transfer a lease, sell, attribute, broadcast, decompile, perform reverse engineering, grant a security interest or transfer in any way any right concerning the Application, Back Office, Website and, more generally, the technology and underlying software of the Tiller Systems Service and Information System. Any reproduction, representation or use of any kind whatsoever, by any process whatsoever and for any purpose whatsoever, of all or part of the Services and/or Information System, including its structure and/or content, without the prior written agreement of Tiller Systems is counterfeiting and may give rise to civil and/or criminal sanctions under the law. The Customer also undertakes to inform Tiller Systems of any breach or counterfeiting of the aforementioned intellectual property rights by a third party as soon as they are aware of it. Tiller Systems is the sole holder of the rights on its brands and logos and no use of them is authorised without its written approval. At the end of the Contract, for any reason whatsoever, the licence granted to the Customer to use the Services shall be terminated without notice by Tiller Systems.

Article 14. Sale of Business – End of Activity – Placing under Management 

The Services provided by Tiller Systems are non-transferable and unseizable; they cannot be transferred or removed from their normal place of use. They cannot be listed in an end of activity inventory. In the event of the sale of the business or capital contribution, placing under management or modification of activity, the Customer must inform Tiller Systems (using a form provided by the Support Team) of the modification of the legal situation within forty-eight (48) hours. In the event of assignment of the business, the original Contract is tacitly renewed in accordance with the above article between Tiller Systems and the Customer, and continues automatically with the assignee. The assignor is required to include a contract continuation clause in the act of assignment of the business. Where this clause is absent, the Customer shall remain liable to Tiller Systems for the compensation provided for in the event of early termination of the Contract. In all cases, Tiller Systems reserves the right to refuse the transfer of the Contract regardless of the terms. In the event of dissolution following a merger, absorption or modification of the legal type or articles of association, the absorbing or new company shall simply replace the dissolved company concerning the latter's rights and obligations. In the event of sale of the business, capital contribution, placing under management, assignment or modification of activity, the assignee shall be invoiced for the amount of the activation fees to cover the cost of re-configuring the Products and Services related to the transfer of the licence to the assignee.

Article 15. Marketing and Commercial Communications

Unless they expressly oppose it at their own risk, the Customer shall receive Tiller Systems notifications and shall be informed of Tiller Systems offers, changes to the Services and the holding of specific events. The Customer may change the information they wish to receive and/or unsubscribe at any time using the link provided in each communication sent to them.

Article 16. References

The Customer authorises Tiller Systems to mention its name and reproduce its logos and distinctive signs exclusively as a commercial reference as Customer of the Services and to publish them by any means on any media for the duration of the Contract.

Article 17. Force Majeure 

The Parties shall not be held liable in the event that they are unable to execute the T&C due to a case of force majeure, as defined in article 1218 of the French Civil Code. In such a situation, the Parties shall come together to discuss the occurrence of the event and agree on the conditions under which the execution of the Contract can be continued. If the case of force majeure lasts for longer than three (3) months, the T&C may be terminated by the aggrieved Party.

Article 18. Non-Waiver Clause

The failure of either Party to insist upon the strict performance of any clause of the T&C, whether permanently or temporarily, shall not be construed as a waiver of that Party's rights resulting from that clause.

Article 19. Modification of the T&C

Tiller Systems reserves the right, at its sole discretion, to modify the T&C at any time. In this case, it shall inform the Customer beforehand by email at the email address communicated by the latter when subscribing to the Contract or updating their personal information. If the Customer continues to use the Tiller Systems Products and Services after the modification date of the T&C, such use shall be considered tacit acceptance of the new T&C. The Customer accepts this unreservedly.