Version dated 1st November 2020
In these Terms, “Napkin” means Napkin’s point of sale and inventory management products and services, and any features, technologies or functionality provided by those products or services, offered by us from time to time. These terms (“Terms”) set out the terms and conditions for your use of Napkin offered by Tilgo Limited or its related companies (“we”, “us”, “Tilgo Limited” ). The person or organisation entering into these Terms as a user of Napkin, together with all individual users accessing Napkin on that person’s behalf (together, “you” or “Users”) accept and agree to be bound by these Terms. Tilgo Limted grants you a limited, non-exclusive, non-transferable, revocable licence to use Napkin (subject to your account type) in accordance with these Terms.
If you do not agree to any of these Terms, then you should not use the Napkin. All rights not expressly granted to Users in these Terms are reserved by Tilgo Limted.
We may change these Terms from time to time, and will endeavour to notify you of such changes via email or by displaying a message when you next use Napkin. If you continue to use the Napkin, your use will be governed by the updated Terms.
From time to time, we may add, make changes to or remove altogether features or functionality of Napkin. We may also decide to cease providing all or some of functionality of Napkin at any time, and nothing in these Terms is to be taken as a guarantee that Napkin will always be available, either in its current form or at all, or that we will support, maintain or continue to offer Napkin, or the Software or any version of them.
You must be 18 years or older in order to access and use Napkin. You agree to provide true, accurate, current and complete account information, and to maintain and promptly update your account information in order to ensure that it remains true, accurate, current and complete.
Cancellation of accounts
We can cancel or suspend your account at any time if, in our sole discretion, you have committed a material or persistent breach of these Terms or any other terms applying to your use of Napkin.
You are entitled to cancel your account with Tilgo Limited at any time. You may cancel your account by emailing us at firstname.lastname@example.org. If you cancel your account before the end of your current paid up month or year, your cancellation will take effect immediately and you will not be entitled to any refund of Fees paid in advance (unless we agree otherwise).
If your account is cancelled: (a) your account will be deactivated or deleted; (b) all of your rights granted under these Terms will immediately come to an end; and (c) all of your data and content may be deleted from our systems immediately. Your content cannot be recovered once your account is cancelled. We are not liable for any loss or damage following, or as a result of, cancellation of your account, and it is your responsibility to ensure that any content or data which you require is backed-up or replicated before cancellation.
Fees and taxes
The fees charged for use of Napkin are set out on the Website (“Pricing”) and are subject to change. We will endeavour to notify you (by email or by displaying a message when you next use Napkin) at least 30 days before increasing the Fees. Fees are charged in advance on a monthly or annual basis and are non-refundable, including if you only use part of a month or year’s subscription for Napkin. Unless required by law, we will not provide refunds in connection with Napkin. A valid credit card number is required for paying all Fees.
If you are carrying out a free trial of Napkin (as offered on the Website), the free trial will begin on the day that your account is opened and end 30 days later. If you wish to continue to use Napkin at the end of the free trial period, you will need to provide valid credit card details (unless you choose to use any free Napkin which we may offer from time to time).
All Fees are exclusive of all taxes and you indemnify and hold Tilgo Limited harmless against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest.
If we provide equipment ( ie the Napkin Box) as part of Napkin to enable the Customer to use our software, it is the Customer’s responsibility to ensure the equipment is maintained and at end of the contract to be returned in the same condition as it was dispatched.
Tilgo Limited remains the owner of the equipment at all times. It is the customer’s responsibility to arrange the safe return of equipment within 5 working days of the end of the contract. For each calendar day after 5 working days from the end of the contract, that Tilgo Limited has not received the equipment we will charge an additional £10 (ex vat).
Upon return of the equipment we will inspect the equipment and compile a report on the equipment. If the equipment is returned damaged, we retain the right to invoice the customer for the amount equal to the equipment’s replacement value and it’s remaining value. Any charges incurred will at first be taken from any customer deposit held by Tilgo Limited, with the remaining balance being returned to the customer within 30 days from equipment inspection.
The Customer is at all times responsible for ensuring timely payments to avoid default charges. Tilgo Limited will charge £10 (ex vat) for each day that payment is overdue.
The Customer holds Tilgo Limited harmless against any defaults or claims arising out of use of the equipment.
The Customer is responsible for informing us of any changes to their contact details.
You may upgrade or downgrade your account at any time
The upgrade or downgrade will become effective immediately. If you downgrade your account, no refunds will be paid in respect of any unused portion of any higher account offering. If you upgrade your account, the balance already paid for the rest of the term will be credited to your account. We will then immediately charge your credit card for any net amount due as a result of the upgrade and your account renewal date will be reset to the next available billing day.
Downgrading your account may cause the loss of content, or features of capacity of your account. If you choose to downgrade your account, Tilgo Limited does not accept any liability for the resulting loss of data, content, features or capacity.
Napkin is provided “as is”
Napkin is provided on an “as is” and “as available” basis, and your use of them is at your sole risk. We will try to promptly address (during normal business hours) all technical issues that arise in connection with Napkin.
We do not warrant that: (a) Napkin will meet your specific requirements; (b) Napkin will be uninterrupted, timely, secure, or error-free; (c) Napkin will be accurate or reliable; (d) the quality of any products, services, information, or other material purchased or obtained by you through Napkin will meet your expectations; or (e) any errors in Napkin will be corrected.
You acknowledge that Tilgo Limited may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology in order to provide Napkin. The acts and omissions of those third party suppliers may be outside of our control, and Tilgo Limited does not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier.
On behalf of itself and such third party suppliers, Tilgo Limited excludes any other warranties that may be implied or otherwise apply under statute or other applicable law, to the maximum extent permitted by law.
Our liability is limited
To the maximum extent permitted by law, Tilgo Limited shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, business, goodwill, use, data or other intangible losses (even if Tilgo Limited has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Napkin (in whole or in part) or any technical malfunctions; (b) the cost of procurement of substitute goods and services; (c) unauthorised access to, or alteration of, your communications or data; (d) statements or conduct of any third party regarding Napkin; or (e) any other matter relating to Napkin.
In any case, Tilgo Limited’s maximum aggregate liability under or in connection with these Terms or your use of the Tilgo is limited to the amount of Fees paid by you in the past 12 months.
You are responsible for your use of Napkin and you indemnify us.
You are responsible for all activity that results from use of Napkin through your account. You are responsible for maintaining the security of your account and password. Tilgo Limited will not be liable for any loss or damage that may result from any failure to keep User names and passwords secure.
You indemnify us, Tilgo Limited, against all forms of liability, actions, proceedings, demands, costs, charges and expenses which Napkin may incur or suffer as a result of use of Napkin or as a result of your failure to comply with these Terms.
No malicious or illegal use
You must not: (a) use Napkin in any unlawful manner, for any unlawful or fraudulent purpose, or in any manner inconsistent with these Terms; (b) infringe our intellectual property rights or those of any third party in relation to your use of Napkin; (c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of Napkin; (d) use Napkin in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; (e) collect or harvest any information or data from Napkin or our systems or attempt to decipher any transmissions to or from the servers running any of our services; (f) disclose or distribute information relating to another User of Napkin to any third party, or use any other User’s information for any marketing purposes unless you have that User’s express permission to do so; or (g) access or register User logins via bots or other automated methods.
Reasonable use policy
You agree to use Napkin in a reasonable way (including, to avoid doubt, if you have subscribed for an ‘unlimited’ account). If we determine that your use of Napkin is not reasonable or that your use is causing degraded performance of Napkin for you or for other Users, we may impose limits on your use of Napkin. Where possible, we will endeavour to give you at least 24 hours prior notice and request that your usage is reduced before imposing any limits.
You agree that Tilgo Limited owns all of the intellectual property rights existing in Napkin. You agree not to challenge or do anything inconsistent with such ownership. You may not publish or use Napkin’s brand, branding or logos except with our prior written consent.
You grant us a royalty-free, irrevocable, perpetual licence to use (including for commercial purposes) information and/or data collected by us through your use of Napkin, provided that we aggregate or anonymise that information or data before using it. Other than this right, we claim no intellectual property rights in relation to the information or content you input into Napkin. You may provide us with comments, feedback or suggestions on Napkin, and you agree that we will be free to use, modify and incorporate such suggestions without any obligation to you.
If we don’t insist that you perform any of your obligations under these Terms, or if we do not immediately enforce our rights against you, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations.
Each clause in these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
You are not permitted to assign, sub-licence, novate or transfer these Terms or any of the rights licensed under them.
These Terms shall be governed by English law, and you submit to the exclusive jurisdiction of the English courts for any matter or dispute arising in relation to these Terms
End-user Licence Agreement
By using the software (“Product Software”) that is embedded on the Napkin Box (“Product”), you agree to the terms of this End User License Agreement (“EULA”) between you and Tilgo Limited. (“us” or “we”). This EULA is in addition to the Terms and Conditions. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT USE THE PRODUCT SOFTWARE AND YOU SHOULD PROMPTLY RETURN THE PRODUCT.
This EULA governs your access and use of the Product Software.
THIS IS A LEGAL AGREEMENT. BY ACCESSING AND USING THE PRODUCT SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH THE ACCESS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE PRODUCT SOFTWARE AND TO ENTER INTO THIS EULA. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD CEASE ACCESSING OR USING THE PRODUCT SOFTWARE.
AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC SOFTWARE UPDATE OF THE PRODUCT SOFTWARE. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE PRODUCT SOFTWARE.
PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.
Subject to the terms of this EULA, Tilgo Limited grants to you a limited and nonexclusive license (without the right to sublicense) to execute one copy of the Product Software solely on the Product that you own or control.
You agree not to, and you will not permit others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Product Software or make the Product Software available to any third party, (b) copy the Product Software, (c) use any portion of the Product Software on any device or computer other than the Product that you own or control, (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product Software, or (e) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Product Software (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact us and provide us an opportunity to create such changes as are needed for interoperability purposes). You may not release the results of any performance or functional evaluation of any of the Product Software to any third party without prior written approval from us for each such release.
3. Automatic Software Updates.
We may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Product Software and related services (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to stop using the Product. If you do not cease using the Product, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Product and the Product Software and you agree to promptly install any Updates we provide. Your continued use of the Product is your agreement to this EULA.
The Product Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of Tilgo Limited and its licensors. We and its licensors reserve all rights in and to the Product Software not expressly granted to you in this EULA. The Product Software (and all copies thereof) is licensed to you, not sold, under this EULA. There are no implied licenses in this EULA. All suggestions or feedback provided by you to us with respect to the Product Software shall be Tilgo Limited’s property. We may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that we do not waive any rights to use similar or related ideas previously known to us, developed by its employees, or obtained from other sources.
5. Open Source.
Certain items of software included with the Product Software are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this EULA limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, we make such Open Source Software, and our modifications to that Open Source Software, available by written request to us at the email email@example.com.
6. Term and Termination.
This EULA and the license granted hereunder are effective on the date you first use the Product Software or Product and shall continue for as long as you own or control the Product, unless this EULA is terminated under this section. Tilgo Limited may terminate this EULA at any time if you fail to comply with any term(s) hereof. You may terminate this EULA effective immediately upon written notice to us. Upon termination of this EULA, the license granted hereunder will terminate and you must stop all use of the Product Software, but the terms of Sections 2 through 18 (inclusive) will remain in effect, after any such termination.
7. Warranty Disclaimer.
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE PRODUCT SOFTWARE “AS-IS” AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE PRODUCT SOFTWARE. WE MAKE NO WARRANTY THAT THE PRODUCT SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.
YOU USE ALL PRODUCT INFORMATION (AS DEFINED BELOW), THE PRODUCT SOFTWARE, AND THE PRODUCT AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND WE DISCLAIM) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO PREMISES, BUSINESS, HOME, PRODUCT, OTHER PERIPHERALS CONNECTED TO THE PRODUCT, COMPUTER, MOBILE DEVICE, AND ALL OTHER ITEMS AND PETS IN YOUR PREMISES, RESULTING FROM YOUR USE OF THE PRODUCT INFORMATION, PRODUCT SOFTWARE, OR PRODUCT.
8. Limitation of Liability
Nothing in this EULA and in particular within this “Limitation of Liability” clause shall attempt to exclude liability that cannot be excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE PRODUCTS OR PRODUCT SOFTWARE, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE PRODUCTS AND PRODUCT SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO US OR OUR AUTHORIZED RESELLER FOR THE PRODUCT AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. WE DISCLAIM ALL LIABILITY OF ANY KIND OF OUR LICENSORS AND SUPPLIERS.
9. Limitations of Product Software
The Product Software provides you information (“Product Information”) . All Product Information is provided “as is” and “as available”. We cannot guarantee that it is correct or up to date.
“Confidential Information” shall mean the Product Software and all other information disclosed to you that we characterizes as confidential at the time of its disclosure either in writing or orally, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of this EULA, provided, however, that any source code you receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent from us. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify us in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this EULA, and will cooperate with us in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify us prior to such disclosure to allow us an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with us in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.
Neither the rights nor the obligations arising under this EULA are assignable by you, and any such attempted assignment shall be void and without effect.
Any notice to you may be provided by email to the address that you registered with us.
If any provision of this EULA is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
All waivers by us will be effective only if in writing. Any waiver or failure by us to enforce any provision of this EULA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
The Product Software is deemed irrevocably accepted upon your use of the Product Software or Product. We will have no responsibility to provide maintenance or support services with respect to the Product Software. The parties are independent contractors.
You acknowledge that the Product Software contains valuable trade secrets and proprietary information of ours, that any actual or threatened breach of Section 2 (Restrictions) of this EULA will constitute immediate, irreparable harm to us for which monetary damages would be an inadequate remedy, and that injunctive relief is an additional appropriate remedy for such breach.
The headings of Sections of this EULA are for convenience and are not to be used in interpreting this EULA.
Questions or Additional Information. If you have questions regarding this EULA, please contact us.