1. Terms of Service

1.1 About these Terms

These Terms of Service (“Terms”) govern access to and use of PalletPOS, Pallet Back Office, related websites, applications, software, APIs, customer portals, ordering services, communications tools, payment-related functionality and other services supplied by THYNKR SYSTEMS LTD (collectively, the “Services”).

THYNKR SYSTEMS LTD is a company incorporated in England and Wales under company number 15306717, with its registered office at Office 2, 1st Floor, 73 Station Passage, London, England, E18 1JL (“THYNKR”, “we”, “us” or “our”).

“PalletPOS”, “Pallet Back Office” and related Pallet product names are product or trading names used by THYNKR. They are not separate contracting legal entities unless expressly stated in a written agreement signed by THYNKR.

By creating an account, selecting a subscription or package, accepting an Order Form, using the Services or otherwise indicating acceptance, the customer agrees to these Terms.

If a person accepts these Terms on behalf of a company, partnership, organisation or other legal entity, that person represents that they have authority to bind that entity. “Customer”, “you” and “your” refer to that entity.

The Services are principally intended for business customers, including retailers, wholesalers, cash-and-carry operators, distributors, trade counters and other commercial organisations.

1.2 Contract Structure

The agreement between THYNKR and the Customer may include:

these Terms;
the subscription or package selected at checkout;
an Order Form;
the Data Processing Agreement (“DPA”);
the Acceptable Use Policy;
the Refund & Cancellation Policy;
payment-specific or service-specific terms;
a written Master Services Agreement (“MSA”); and
schedules expressly incorporated into those documents.

If there is a conflict, a signed MSA or Order Form takes priority for the subject it expressly governs. The DPA takes priority for processing of Customer Personal Data.

1.3 Eligibility and Accounts

The Customer must:

provide complete, accurate and current registration information;
keep account credentials confidential;
use reasonable security measures to prevent unauthorised access;
maintain accurate business, tax, product, price, stock, customer and billing information;
ensure only authorised personnel use its account; and
promptly notify THYNKR of suspected account compromise or unauthorised use.

The Customer is responsible for activity carried out through its account by its personnel, contractors and authorised users, except to the extent directly caused by THYNKR’s breach of its legal obligations.

THYNKR may require identity, business, ownership, payment, sanctions, fraud-risk, compliance or other verification before activating or continuing particular Services.

1.4 The Services

Depending on plan, country, currency, device, technical availability, provider support and rollout status, the Services may include:

point-of-sale functionality for retail and wholesale;
supported Android and Windows POS applications;
product and basic inventory functionality;
customer profiles;
promotions and pricing tools;
local-currency and multi-currency functionality;
integrated or embedded payment interfaces;
sales history and receipt functionality;
Pallet Back Office functionality;
customer and trade-account management;
credit accounts, balances, limits and payment terms;
invoices and statements;
customer-specific or wholesale pricing;
advanced stock and inventory tools;
reporting and analytics;
multi-location controls;
branded ordering websites or customer-facing portals;
custom-domain integration;
WhatsApp, SMS or other communications;
APIs, webhooks and developer tools; and
additional features introduced from time to time.

Feature availability may vary by plan, country, currency, Customer, device, payment provider, integration, risk status and deployment phase.

A marketing statement that a feature is planned, in testing, available in selected markets or subject to controlled rollout is not a commitment that it will immediately be available to every Customer.

1.5 Licence

Subject to payment of applicable fees and compliance with the Agreement, THYNKR grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the applicable subscription or service term to access and use the Services for the Customer’s internal business operations.

No ownership rights in the Services, source code, software, workflows, documentation, trademarks, designs, models or other THYNKR intellectual property are transferred to the Customer.

1.6 Customer Responsibilities

The Customer is responsible for:

the accuracy and legality of its products, prices, discounts, taxes and stock data;
its own goods and services;
obtaining licences, permits and approvals required for its business;
employment, payroll and workplace-law compliance for its personnel;
customer service relating to its goods and services;
configuring and supervising staff permissions;
ensuring its instructions to THYNKR are lawful;
determining the appropriate lawful basis for personal data it controls;
complying with applicable consumer, product, advertising, tax, payment and e-commerce laws;
obtaining required consent for marketing, messaging or communications; and
maintaining suitable internet access, supported hardware and a secure local environment.

THYNKR provides business software and technology infrastructure. It does not become the seller of the Customer’s goods merely because the Customer uses PalletPOS or Pallet Back Office.

1.7 Retail and Wholesale Transactions

Unless expressly agreed otherwise, sales entered or processed through PalletPOS are contracts between the Customer and its buyer.

The Customer remains responsible for:

product legality and safety;
product descriptions;
stock and availability;
pricing;
applicable taxes;
fulfilment;
statutory or contractual refunds relating to its goods or services;
complaints concerning its goods or services; and
compliance with laws applicable to its sale.

THYNKR supplies technology supporting those transactions and is not responsible for the quality, legality or fulfilment of goods sold by the Customer.

1.8 Pallet Back Office and Credit Accounts

Certain advanced business-management features may require a paid Pallet Back Office package or other paid plan.

Depending on the applicable package, these features may include customer accounts, credit limits, balances, statements, invoices, account pricing, advanced inventory, reporting, automation, customer portals, communications and multi-location controls.

Where the Customer extends credit to its own customers, the Customer is responsible for deciding:

whether to offer credit;
the amount of any credit limit;
payment terms;
credit-control procedures;
collection activity; and
compliance with laws applicable to the credit arrangement.

PalletPOS and Pallet Back Office provide software tools and do not constitute credit-reference, lending or debt-collection advice.

1.9 Payments

PalletPOS may make payment functionality available through one or more payment service providers (“PSPs”) selected or enabled by THYNKR according to country, currency, payment channel, technical capability, provider availability, commercial arrangements, compliance requirements and risk policy.

A Customer is not guaranteed the right to select a particular underlying PSP.

Payment functionality may require additional onboarding, verification, screening, acceptance of provider terms or other compliance checks. THYNKR may withhold, restrict or disable payment functionality where regulatory, sanctions, fraud, provider, technical or risk requirements are not satisfied.

Unless expressly agreed otherwise, THYNKR is not a bank and does not provide regulated banking services merely by providing payment software or interfaces.

Where regulated payment services are supplied by a third-party PSP, those services may also be subject to the PSP’s terms.

The Customer is responsible for:

accurate transaction information;
fraud prevention within its control;
lawful acceptance of payments;
chargebacks or disputes attributable to its goods, services or activities;
refunds it instructs or is legally obliged to provide;
maintaining sufficient balances where required; and
complying with communicated provider-specific requirements.

Where the applicable payment arrangement and law permit, THYNKR may deduct properly due fees, reversals, refunds, disputes, chargebacks, negative balances or reserves from amounts otherwise payable.

Payment methods, settlement periods, pricing and provider availability may vary by market and are not guaranteed to be identical in every country or currency.

1.10 Third-Party Integrations

The Services may connect with payment providers, messaging services, accounting systems, e-commerce services, hardware providers or other external services.

Third-party services are outside THYNKR’s direct control. Their APIs, availability, terms, approval processes or functionality may change or be withdrawn.

THYNKR is not liable for an independent third party’s act, omission, suspension, outage, policy change or discontinuation except to the extent liability cannot lawfully be excluded or the problem was directly caused by THYNKR’s breach.

The Customer is responsible for maintaining any third-party account or agreement required for an integration.

1.11 Beta, Preview and Controlled Rollout

Features identified as beta, preview, experimental, pilot, early access, test or controlled rollout may be incomplete and may be changed, suspended or withdrawn.

Unless expressly agreed otherwise, those features are supplied “as available”, without a commitment to continued availability or a particular service level.

1.12 Fees, Billing and Taxes

The Customer must pay the fees displayed at checkout, on the applicable pricing page, in an Order Form or in an MSA.

Fees may include:

subscription fees;
activation, setup or implementation fees;
register or device add-ons;
location or branch fees;
usage-based fees;
communications charges;
payment-processing or transaction-related charges; and
other optional services selected by the Customer.

Unless stated otherwise:

subscription fees are charged in advance;
usage or transaction-based fees may be charged in arrears or deducted from settlement;
fees exclude VAT and other applicable taxes;
the Customer is responsible for taxes properly chargeable on its purchase, excluding taxes on THYNKR’s net income;
subscriptions may renew automatically for successive periods unless cancelled in accordance with the applicable cancellation terms; and
price changes apply from a future renewal or after reasonable notice where required.

Prices displayed in different currencies may vary by market and do not necessarily represent a direct spot-exchange-rate conversion.

THYNKR may suspend paid functionality for overdue undisputed amounts after providing any notice required by law or the Agreement.

1.13 Free, Starter, Trial and Promotional Access

THYNKR may offer free, low-cost, trial or promotional access to some Services.

Such access may:

be limited to one account, business, group or location;
include limits on registers, locations, transactions, features or usage;
require an activation or setup fee;
convert to a paid subscription where this was clearly disclosed;
end when the stated period or entitlement expires; and
be withdrawn for abuse, duplicate accounts, fraud or material breach.

Unused trial or promotional time has no cash value unless expressly stated otherwise.

1.14 Subscription Changes

Upgrades may take effect immediately and may be charged on a prorated basis.

Downgrades normally take effect from the next renewal date unless otherwise stated.

Certain data, functions, integrations or capabilities may become unavailable following a downgrade. The Customer is responsible for exporting required information before a downgrade where export functionality is available.

1.15 Cancellation and Termination

The Customer may cancel a subscription through available account controls or by contacting THYNKR through the designated support channel.

Cancellation normally prevents the next renewal but does not automatically refund amounts already charged.

THYNKR may suspend or terminate access where reasonably necessary because of:

material breach;
non-payment;
fraud or suspected fraud;
security risk;
unlawful use;
sanctions or regulatory restrictions;
abuse of the Services;
risk to THYNKR, a PSP or other customers;
a third-party provider requirement affecting the relevant Service; or
discontinuation of a Service subject to applicable contractual commitments.

Where reasonably practicable, THYNKR will provide notice and an opportunity to remedy a remediable breach before termination.

1.16 Customer Data

As between THYNKR and the Customer, the Customer retains ownership of data and content supplied by or on behalf of the Customer (“Customer Data”).

The Customer grants THYNKR and its subprocessors a non-exclusive right to host, copy, transmit, process, display and otherwise use Customer Data only as necessary to:

provide and secure the Services;
comply with the Agreement;
comply with law;
prevent fraud or abuse;
provide support; and
perform processing transparently described in the Privacy Policy or DPA.

Nothing in these Terms transfers ownership of Customer Data to THYNKR.

1.17 Aggregated and De-identified Information

THYNKR may generate and use statistical, aggregated or de-identified information derived from use of the Services where the information does not identify individuals and is used lawfully for service operation, security, analytics, benchmarking, product improvement and business planning.

THYNKR will not attempt to re-identify information that has been irreversibly anonymised.

1.18 Data Protection

Each party must comply with applicable data-protection law.

Where THYNKR processes personal data on behalf of the Customer as processor, the DPA applies.

Where THYNKR determines its own purposes and means for processing, THYNKR acts as controller and the Privacy Policy applies.

The Customer must not instruct THYNKR to process personal data unlawfully.

1.19 Security

THYNKR will implement technical and organisational measures appropriate to the risk of processing.

No internet-connected system can be guaranteed completely secure. The Customer must use supported software, secure its credentials and devices, maintain reasonable endpoint security and install relevant security updates made available for the Services.

A security incident does not automatically establish breach, negligence or liability by THYNKR.

1.20 Availability, Maintenance and Changes

THYNKR aims to provide reliable Services but does not warrant uninterrupted or error-free operation.

Services may be unavailable because of planned or emergency maintenance, internet or telecommunications failures, cloud or provider outages, cyber incidents, force majeure, legal action or circumstances outside reasonable control.

THYNKR may update or modify the Services to improve functionality, security, compliance, performance or interoperability.

Unless a signed agreement states otherwise, roadmap descriptions and marketing statements are not contractual delivery commitments.

1.21 Support

Support channels, response targets and service levels depend on the applicable package, plan or Order Form.

Unless a signed SLA states otherwise, support response times are targets and not guarantees.

1.22 Intellectual Property

THYNKR and its licensors retain all intellectual-property rights in and to the Services, including software, source code, object code, APIs, documentation, workflows, designs, models, interfaces, branding and improvements.

The Customer must not, except where applicable law expressly permits:

copy or create unauthorised derivative works from the Services;
reverse engineer or attempt to derive source code;
resell or sublicense the Services without authority;
circumvent technical or security controls;
remove proprietary notices;
scrape or systematically extract the Services;
use unauthorised access to build a substantially competing product; or
misuse THYNKR trademarks or branding.

1.23 Feedback

If the Customer voluntarily provides suggestions or feedback, THYNKR may use them without restriction or payment, provided this does not give THYNKR ownership of Customer Data or confidential information.

1.24 Confidentiality

Each party may receive non-public information confidential by nature or designation.

The receiving party must use reasonable care, use confidential information only for the Agreement and disclose it only to persons who need it and are subject to appropriate confidentiality duties, except where disclosure is permitted by the Agreement or required by law.

1.25 Warranties

Each party warrants that it has authority to enter into the Agreement.

THYNKR warrants that it will provide the Services with reasonable care and skill.

Except for express warranties and warranties that cannot lawfully be excluded, the Services are provided without implied warranties including uninterrupted availability or compatibility with every third-party system, device or provider.

1.26 Indemnity by Customer

To the fullest extent permitted by law, the Customer will indemnify THYNKR, its affiliates, officers and personnel against third-party claims, losses, liabilities and reasonable costs arising from:

the Customer’s goods or services;
unlawful Customer Data;
the Customer’s infringement of third-party intellectual-property rights;
the Customer’s violation of applicable consumer, product, employment, tax, marketing or licensing law;
unlawful communications or marketing;
fraudulent activity by the Customer or its users; or
material breach of these Terms,

except to the extent the claim was caused by THYNKR’s own breach, negligence or wilful misconduct.

1.27 Liability

Nothing in the Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to the above:

neither party is liable for indirect or consequential loss;
THYNKR is not liable for loss of profit, revenue, anticipated savings, goodwill, business opportunity or business interruption except where such exclusion is prohibited by law;
THYNKR is not liable for the quality, legality, safety or fulfilment of the Customer’s goods or services;
THYNKR is not liable for independent failure of a third-party provider outside THYNKR’s reasonable control; and
THYNKR’s aggregate liability arising out of or relating to the Agreement in any rolling twelve-month period will not exceed the fees paid or payable by the Customer to THYNKR for the affected Services during the twelve months immediately preceding the event giving rise to liability.

If the Customer has paid no fees for the affected Services, THYNKR’s aggregate contractual liability will not exceed £100, except where such limitation is prohibited by law.

These limitations apply to the maximum extent permitted by law.

1.28 Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil disturbance, labour disruption, utility failure, internet or telecommunications failure, cloud-provider outage, governmental action or widespread cyber incident, provided the affected party takes reasonable steps to mitigate the impact.

Payment obligations for Services already supplied are not excused by force majeure.

1.29 Export Controls and Sanctions

The Customer must not use the Services in violation of applicable sanctions, export-control or trade-restriction laws.

THYNKR may restrict access where reasonably required to comply with law, provider obligations or sanctions screening.

1.30 Changes to Terms

THYNKR may update these Terms for legal, security, operational or product reasons.

For material changes adversely affecting an existing paid subscription, THYNKR will provide reasonable notice where required.

Changes do not retroactively remove accrued rights or liabilities.

1.31 Notices

Legal notices to THYNKR may be sent to:

THYNKR SYSTEMS LTD
Office 2, 1st Floor
73 Station Passage
London, England
E18 1JL

Email: [email protected]

THYNKR may provide notices to the Customer through the Services or the Customer’s registered email address.

1.32 Assignment

The Customer may not assign the Agreement without THYNKR’s prior written consent, not to be unreasonably withheld in a genuine business reorganisation where the assignee can perform the obligations.

THYNKR may assign the Agreement as part of a merger, reorganisation, financing, sale of business or transfer of the PalletPOS business, subject to applicable law.

1.33 No Partnership or Agency

The Agreement does not create a partnership, joint venture, franchise, employment relationship or general agency between the parties.

1.34 Third-Party Rights

Unless expressly stated otherwise, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce it.

1.35 Severability

If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary or severed and the remainder will remain effective.

1.36 Waiver

Failure to enforce a provision is not a waiver of that provision or any other provision.

1.37 Entire Agreement

The Agreement constitutes the entire agreement between the parties concerning the Services and supersedes prior proposals, representations and discussions concerning the same subject matter, except in cases of fraud or fraudulent misrepresentation.

1.38 Governing Law and Courts

The Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales.

Subject to any mandatory law that applies, the courts of England and Wales have exclusive jurisdiction.