If you do not agree to any of these Terms, then you should not use the Services. All rights not expressly granted in these Terms are reserved by Biyo.
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 the Services. If you continue to use the Services, your use will be governed by the updated Terms.
To help you read and understand these Terms, we’ve set out definitions of some key terms below:
“Customer” means the person or entity who registers to use the Service by creating a Biyo POS account. If you are creating an account or using the Services on behalf of a business, you agree that you are accepting these Terms and have the authority to enter into these Terms, on behalf of the business, which will be deemed to be the Customer, and will be bound by these Terms.
“Authorised User” means any person or entity that a Customer authorises to use the Service on its behalf. This includes employees and personnel of the Customer who are authorised to use the Services on the Customer’s behalf, but also includes support partners and other third parties with whom a Customer shares its Biyo POS account details (and for whose conduct the Customer is responsible).
“We” or “Biyo” means Biyo Limited Liability Company
“Services” means Biyo 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, including the Biyo POS, Biyo Dashboard, Biyo KDS and Biyo CDS applications (“Apps”) and biyopos.com (“Website”). Your use of the Services will also be subject to any allowances and/or limits that apply to the Biyo plan which you’ve purchased.
“Content” – text, graphics, audio and video materials, documentation, information posted in Apps or Website, perceivable by a person or with the help of special devices.
“You” means the Customer and (where the context permits) includes any Authorised Users.
You must be 16 years or older in order to access and use the Services. 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. We will use that information to contact you from time to time (including by sending you notices as required by these Terms relating to, for example or changes to your plan), so it’s important that you keep all of your contact details, and those of your Authorised Users, up to date.
Use of your account
Biyo grants you a limited, non-exclusive, non-transferable, revocable licence to use the Services for the purposes of with the Customer’s business and in accordance with these Terms.
You are responsible for any conduct or activity undertaken in your account (whether online or by calling our contact centre), including any changes made, and the input or modification of or access to any data or information in your account, by any of your Authorised Users. You control each Authorised User’s level of access to the Services at all times and can revoke or change an Authorised User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Authorised User or shall have that different level of access, as the case may be.
(a) you are an Authorised User using or accessing the Services for the benefit of an Customer, then you are responsible for ensuring you have the right to do so from the relevant Customer (including all necessary authorisations to access, amend or remove data, or make changes to the Customer’s account); or
(b) you are a Customer, then you are responsible for authorising use or access of the Services by any Authorised User and will indemnify Biyo against any claims or loss relating to any Authorised User’s use of or access to your account.
You acknowledge and agree that, if there is any dispute between a Customer and an Authorised User regarding access to Services, the Customer shall decide what access or level of access to the relevant Data or Services that Invited User shall have, if any. We will have no responsibility to anyone other than the Customer, and the Services and these Terms are intended solely for the benefit of the Customer and not for any Authorised User(s).
Cancellation of accounts
We can cancel or suspend your account at any time on written notice to you. Such termination will be effective at the end of your then-current paid-up subscription period. We may also cancel or suspend your account immediately 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 the Services;
we consider that provision of the Services, or use of them, in your territory or jurisdiction will or is likely to breach any applicable law;
we decide to withdraw the Services from your territory or jurisdiction altogether; or
you fail to comply with any limits or restrictions (eg, on the number of users, registers or transactions) applicable to your plan.
You are entitled to cancel your account with Biyo at any time. You can request to cancel your account by sending an email to [email protected]. 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, your account will be deactivated and all of your rights granted under these Terms will immediately come to an end (except to the extent that it is necessary for them to continue in respect of our ongoing storage of your data up to the date of permanent deletion). 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 exported, backed-up or replicated before cancellation.
Fees and taxes
The fees charged for use of the Services are set out on the Website (or as notified to you in the case of some exclusive plans) (“Fees”) and are subject to change. We can change the Fees, and/or introduce new pricing packages and terms, at any time by giving you 14 days’ prior notice. The new Fees or pricing/package terms will apply to you from expiry of that notice, unless you choose to cancel your account before the changes take effect. Also, the new Fees will apply to you immediately if you choose to change your plan/package (or if you reactivate your plan after cancellation). 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 the Services. Unless required by law, we will not provide refunds in connection with the Services. A valid credit card number is required for paying all Fees.
If you are carrying out a free trial of the Services, the free trial will begin on the day that you subscribe for an optional add-on and end of the published trial period. If you wish to continue to use the Services at the end of the free trial period, you will need to provide valid credit card details (unless you choose to use any free Services) All Fees are exclusive of all taxes and you are responsible for any taxes that may arise. You indemnify and hold Biyo 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 you are required to withhold or deduct tax from the Fees, you will pay Biyo such additional amounts as are necessary to ensure receipt of the full amount which would have been received but for the deduction.
If you are located outside of EU or US, then payment of your Fees could incur additional bank fees at the discretion of your bank. Bank fees may be charged for currency conversion and international settlement; and your charge may still be subject to additional fees even if you are being charged by Biyo in your local currency. If your credit card statement charge differs from your invoice, please contact your bank in the first instance. Biyo is not liable for any additional bank transaction fees that may be charged.
You may upgrade or downgrade your account at any time
You may upgrade or downgrade your account (for example, add or delete employee accounts and stores, subscribe or unsubscribe from optional add-ons) at any time by when you are logged into your account.
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, features, or capacity of your account. If you choose to downgrade your account, Biyo does not accept any liability for the resulting loss of data, content, features or capacity.
Plan Limits and reasonable use
The Services are available in a range of packages/plans, giving you options including in relation to the number of stores and employees you have, and the features and services you have access to, and the Fee you pay, as described on our Website from time to time (or as notified to you, in the case of some exclusive plans). We may update those plan limits at any time (eg, by increasing, reducing or removing limits) by updating the plan descriptions on our Website (or as notified to you, in the case of some exclusive plans). You’ll be expected to comply with the updated plan limits from the next time you use the Services. You agree that we may use information generated by your use of the Services (eg, transaction volume and revenue) for the purposes of determining the most appropriate plan and pricing for you.
We may ask you to upgrade your account to a new plan if you exceed the limits that apply to your plan at any time.
We also reserve the right to suspend or restrict your account or your use of the Service, where we believe that your use isn’t fair or reasonable or that it may cause degradation of the Services to other users. This includes circumstances where your use is creating a security or availability risk for Biyo or our other customers, is impacting (or may impact) the stability or performance of our systems, or is requiring disproportionate resource to deliver (eg, in terms of storage or processing requirements, support requests or helpdesk queries).
Disclaimer of Warranties
THE USE OF THE SERVICES IS CARRIED OUT AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE USE OF SERVICES DOES NOT PROVIDE ANY WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED NON-INFRINGEMENT WARRANTIES. THE USE OF SERVICES DOES NOT PROVIDE ANY WARRANTIES THAT (I) SERVICES WILL MEET ALL YOUR REQUIREMENTS, (II), SERVICES WILL WORK IN AN UNINTERRUPTED, SECURE, OR ERROR-FREE FASHION, (III) THE RESULTS THAT MAY BE OBTAINED FROM USING SERVICES, WILL BE ACCURATE OR RELIABLE OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED FROM MERCHANTS USING BIYO WILL MEET ALL YOUR REQUIREMENTS.
From time to time, we may add, make changes to or remove altogether features or functionality of the Services. If you’re using Services, you may need to install a new or updated version before you can receive the benefit of those changes. We may also decide to cease providing all or some of the Services at any time, and nothing in these Terms is to be taken as a guarantee that the any Services will always be available, either in its current form or at all, or that we will support, maintain or continue to offer the Services or any version of them.
YOU UNDERSTAND AND AGREE THAT BY USING SERVICES, YOU ALONE ARE RESPONSIBLE AND SHALL NOT HOLD BIYO LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING (WITHOUT LIMITATION) LOSS OF REPUTATION, USE OF PERSONAL DATA OR OTHER INTANGIBLES ON THE BASIS OF THE AGREEMENT, OFFENSES, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE (WITHOUT LIMITATION), RESULTING FROM: (I) THE USE OR INABILITY TO USE SERVICES; (II) SPENDING ON GOODS, THEIR REPLACEMENT AND/OR OTHER AS A RESULT OF DATA, INFORMATION, COMMUNICATIONS RECEIVED FROM BIYO AND/OR OTHERWISE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR COMMUNICATIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY USING SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE USE OF SERVICES.
You are responsible for your use of the Services and you indemnify us
You are responsible for all activity that results from use of the Services through your account. You are responsible for maintaining the security of your account and password. Biyo will not be liable for any loss or damage that may result from any failure to keep User names and passwords secure.
You indemnify Biyo against all forms of liability, actions, proceedings, demands, costs, charges and expenses which Biyo may incur or suffer as a result of use of the Services through your account or as a result of your failure to comply with these Terms.
No malicious or illegal use
You must not: (a) use the Services in any unlawful manner (or if use of the Services would cause you to breach any law or regulation applicable to you), 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 the Services; (c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Services; (d) use the Services 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 the Services or our systems or attempt to decipher any transmissions to or from the servers running any Services; (f) disclose or distribute information relating to another User of the Services 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 the Services in a reasonable way (including, to avoid doubt, if you have subscribed for an ‘unlimited’ account). If we determine that your use of the Services is not reasonable or that your use is causing degraded performance of the Services for you or for other Users, we may impose limits on your use of the Services. 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.
Limits on your use of the Services may include (but are not limited to) the quantities and volumes of the following parameters, per retailer: (a) storage required to host and backup retailer data; (b) sales transactions per calendar month; (c) page views per five (5) minute period; (d) bandwidth usage per twenty four (24) hour period; or (e) stores, POS devices, employees, items and customers.
You acknowledge and agree that Biyo may offer Content that is protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws governing such legal relations.
Except as expressly provided by the Terms and Conditions, You agree not to use such Content in bad faith, in whole or in part, including but not limited to because such use would be in direct violation of copyright rights and interests, and the rights and interests of other Customers.
By posting on the Website or Apps information on trademarks and other data protected by copyright, You represent and warrant the availability of appropriate rights for this placement.
We will maintain appropriate technical and organizational measures to protect the security of the data or content that you input into the Services.
You are responsible for complying with all applicable data protection laws in respect of your use of the Services and with regard to any instructions you issue to Biyo with regard to the processing of personal data you provide to Biyo through the Services. In particular, you must ensure you have properly informed and obtained all necessary rights, authorizations or consents from any end-users, consumers, personnel or other individuals to whom the data relates, to enable Biyo to lawfully access their personal data under these Terms and to process their personal data outside of their country of residence.
You shall not provide (nor permit any User to provide) any Sensitive Data to Biyo. For the purpose of these Terms, “Sensitive Data” shall mean data revealing a person’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetics, biometrics, health data, data about sex life or sexual orientation, or data about criminal convictions and offences.
If you are in the European Union and your use of the Services requires us to process personal data falling within the scope of the EU General Data Protection Regulation 2016/679, then you can download and execute our Data Processing Addendum (“DPA”). Once executed, the DPA shall apply to processing of such personal data and shall hereby be incorporated by reference.
On expiry or termination of these Terms, or upon cancellation of your account, the data submitted by you to the Services will be deleted after 30 days, unless applicable laws or regulations require Biyo to retain the data for a longer period. To the extent that we continue to hold the data, it shall be securely isolated and protected from further processing except to the extent required by applicable law.
This Terms shall be governed by and construed under the laws of the Republic of Cyprus as applied to agreements entered into and to be performed in Republic of Cyprus residents. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving the Republic of Cyprus.
We work with a number of partners, value added resellers and other third parties to promote, market and integrate other products and services with the Services. In some cases, we may receive a commission from those partners and third parties for referring our customers to them, or we may pay a commission to third parties where customers are referred to us.
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.
The Services are provided for use in business, so you are not a consumer. To the maximum extent permitted by law, any statutory or other consumer protection provisions (including in the Consumer Guarantees Act 1993 and in the Fair Trading Act 1986) do not apply to the Services, these Terms or our relationship with you.
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-license, novate or transfer these Terms or any of the rights licensed under them.