RetailCP ‘software’ : End User License Agreement ( EULA )
Last Revision: version 1.6 : Dated October 19th 2018
RetailCP Customer Agreement
Please review the terms and conditions of the RetailCP Customer Agreement (the “Agreement”). By clicking “I
Accept” and accessing the RetailCP software application (the “RetailCP Software”), you acknowledge that you
have read the Agreement set forth below and agree to abide by and be bound to this Agreement. As used in
this Agreement, “RetailCP” means Ambient Displays Ltd, trading as ‘RetailCP’; (trading address):: Annaverna,
Ravensdale, Dundalk, Co Louth, Ireland.
For the purposes of this Agreement, “you” means both you, as an individual and customer, and the company that
you represent (the “Company”). You represent and warrant that you have the requisite authority to bind the
Company to this Agreement. “We” or “Our” or “Us” means RetailCP. If you do not agree with the terms of this
Agreement, then you will not be able to access the RetailCP Software and you should exit the application.
1. RetailCP ‘software’ ( the ‘RetailCP Software’ )
The RetailCP software includes, and is not limited to the Apps:, : ‘Charge to Invoice’, ‘Payment On Account’,
‘Food’ and ‘Restaurant’ Orders Display, and ‘ XLS Customer Uploader’ to import merchants Customer details.
This EULA governs your use of the RetailCP Software, as well as any content or applications that may be made
available to you now or in the future through the RetailCP Software. The RetailCP Software is owned by
RetailCP. RetailCP retains title and all other ownership and intellectual property rights in and to the
RetailCP Software, including but not limited to its source code, object code, documentation, data,
information, trademarks, service marks, and trade secrets. You must only access the RetailCP Software in
accordance with this EULA.
2. License Grant
Subject to your compliance with all of the terms and conditions of this EULA, RetailCP grants to you a
limited, non-exclusive, non-transferable license to access and use the RetailCP Software during the Term
(the “License”). The RetailCP Software is being licensed and not sold to you by RetailCP. You will not
acquire any ownership interest in the RetailCP Software under this EULA.
Your user fees are paid by you (referred to as “Company”). Your access to the RetailCP Software is
conditioned on an active Customer Agreement between the Company and RetailCP. If at any time during the Term
your Company’s Customer Agreement expires or otherwise terminates, then your access to the RetailCP Software
will also terminate.
4. Username and Password
Upon first login into the RetailCP Software, you will either use your existing Clover station credentials, or
you will set up a unique username and password. Do not share your username and password with any other
person. You may also be prompted to set up a personal PIN code. This PIN code will be used by RetailCP to
authenticate your identity when you contact RetailCP for any customer service related questions. In
addition, anyone who has access to your personal PIN code may be able to login and access your account. Do
not share your PIN code. You are responsible for your own conduct when accessing the RetailCP Software, as
well as any and all actions of any person accessing the RetailCP Software through a username and password or
PIN code assigned to you.
5. Use Restrictions
You must not and must not allow any other person to do or attempt to do any of the following: (a) use the
RetailCP Software for any unlawful purpose; (b) make the RetailCP Software available to any unauthorised
third party or use the RetailCP Software if you are a competitor of RetailCP; (c) use the RetailCP Software
to copy or create derivative works or competitive products to the RetailCP Software; (d) circumvent any
technology measures that control access to the RetailCP Software or violate the security of the RetailCP
Software; (e) post, transmit, distribute, or infect the RetailCP Software with viruses or other harmful
code; (f) use the RetailCP Software in any manner that violates or diminishes the rights of RetailCP; and
(g) use the RetailCP Software to benefit any party other than you and the Company you are employed with.
RetailCP may suspend your License or access to the RetailCP Software at any time if it determines that you
are violating the EULA or you are taking or facilitating any action that puts RetailCP, its customers, its
systems, or its data at risk in any manner. RetailCP may provide you with a 10-day period to cure any
alleged violations, but has no obligation to allow you to access the RetailCP Software during this period.
If you fail to cure any alleged violation within the cure period or if the violation is not capable of being
cured, then RetailCP may terminate your access to the RetailCP Software.
7. Configuration and Setup
RetailCP is not responsible for configuring or setting up your RetailCP Software. If you are an
administrator, upon first login as the administrator (the “Administrator”), you will have Administrator
rights which will allow you to configure and setup the RetailCP Software to meet your specifications.
Authorised Users have limited rights compared to the Administrator. Your Company is responsible for
delineating Administrator versus Authorised User rights. RetailCP is not responsible for managing role-based
access controls to the RetailCP Software.
RetailCP will provide general online training and content online to explain ‘How to Set-up’ the RetailCP
Software and for day-to-day operational use. If you have additional questions concerning your configuration
and set up, please contact your RetailCP customer support, at APP@RetailCP.ie
8. Data Storage
RetailCP recommends that you back up and store any and all User Content. RetailCP is not liable to you in the
event of any data loss.
You are solely responsible for any and all communications you may have with third parties through the
RetailCP Software. You are responsible for making your own decisions and any actions that you may take
regarding content you view or contribute through RetailCP. RetailCP relies on its users to provide accurate
information to the system. RetailCP is not responsible for any actions of any third party through the
RetailCP Software and does not verify that the content submitted by any third parties is accurate.
Additionally, RetailCP is not responsible for any data loss or loss of User Content that may occur during
From time-to-time, RetailCP may seek or you may offer comments, input, or ideas regarding your use of the
RetailCP Software or the RetailCP Software’s features and functionality generally (collectively,
“Feedback”). RetailCP welcomes your Feedback regarding the RetailCP Software. Any Feedback that you give to
us (either oral or written) is RetailCP’s exclusive property. Your submission of any Feedback constitutes an
assignment to RetailCP of all rights, title, and interest in all copyrights or intellectual property rights
in the Feedback. RetailCP may use, distribute, manipulate, disclose, publish, or reproduce any Feedback
related to you use of the RetailCP Software without notice or compensation to you.
“Confidential Information” means all information and data regarding RetailCP or the RetailCP Software that is
identified as confidential or proprietary or that you should reasonably know is confidential. You must not
disclose Confidential Information to third parties and you must protect any Confidential Information with
the same degree of care as you use to protect your own Confidential Information, but in no event less than a
reasonable degree of care.
12. LIMITED WARRANTIES AND DISCLAIMERS
The RetailCP Software is provided to you “as-is” and “as available”. RetailCP specifically does not represent
and warrant that the RetailCP Software is error-free or that there will not be any disruption of your use of
the RetailCP Software during the term. RetailCP does not make any specific representations or warranties
related to the availability, accuracy, reliability, completeness, or suitability of the RetailCP Software
for your specific needs. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RETAILCP DISCLAIMS ALL EXPRESS, STATUTORY,
OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE
13. LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law, under no circumstances shall RetailCP, it’s Directors,
Officers, Employees, Agents or it’s Affiliates, or any of it’s respective Licensors or service Providers, be
liable to you or any other party for indirect, consequential, special, incidental, punitive, or exemplary
damages of any kind (including lost revenues or profits or loss of business, loss of data, loss of goodwill,
cost of substitute goods or services ) resulting from this agreement, or from the furnishing, performance,
installation, or use of the software application product, whether due to a breach of contract, breach of
warranty, or the negligence of RetailCP or any other party, even if RetailCP is advised beforehand of such
damages. To the extent that the applicable jurisdiction limits RetailCP’s ability to disclaim any implied
warranties, this disclaimer shall be effective to the maximum extent permitted.
You will defend, indemnify, and hold harmless RetailCP and its respective employees, contractors, officers,
directors, and agents from and against all liabilities, claims, and expenses, including legal fees, which
arise from or are related to: (a) your use or misuse of the RetailCP Software; (b) any User Content; and (c)
any violation of this EULA. RetailCP reserves the right, at our own expense, to assume the exclusive defence
and control of any matter otherwise subject to indemnification by you, in which event you will cooperate
with RetailCP in asserting any available defences.
If the RetailCP Software or any portion of the RetailCP Software becomes, or in RetailCP’s opinion is likely
to become, subject to an infringement claim, then RetailCP may, at its sole option and expense, take any of
the following steps to avoid or mitigate any potential losses: (a) procure a license for you to continue
using the RetailCP Software; (b) modify or replace the RetailCP Software with functionally equivalent
software; or (c) notify you in writing to cease using the RetailCP Software (the “Notification Date”). You
must cease all use of the RetailCP Software after the “Notification Date”. This section sets forth
RetailCP’s sole liability and entire obligation and your exclusive remedy for any action related to the
RetailCP Software and any allegation of infringement.
16. Compliance with Laws
In using the RetailCP Software, you must comply at all times with all applicable laws, rules, and
regulations. You agree that you will not transfer or export the RetailCP Software into any country or use
the RetailCP Software in any manner prohibited by the EU (European Union) Export control laws or U.S. Export
Administration Regulations or any other applicable export control law, restriction, or regulation.
These Terms and any disputes or claims arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in
accordance with, the laws of Ireland. The parties irrevocably agree that the courts of Ireland have
exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms
or its subject matter or formation (including non-contractual disputes or claims).
If any provisions of this EULA are found to be invalid or unenforceable for any reason, such provision must
be construed to have been adjusted to the minimum extent necessary to cure such invalidity or
unenforceability, and the remainder will continue in full force and effect.
18. No Waiver
No waiver by RetailCP under this EULA will be valid or binding unless set forth in writing and duly executed
by RetailCP. Any such waiver constitutes a waiver only with respect to the specific matter described therein
and in no way impairs the rights of RetailCP in any other respect or at any other time.
19. Updates to the EULA
From time-to-time, RetailCP may make changes and updates to the EULA. You will be presented with any new
changes upon your next login to the RetailCP Software. If you do not agree with any subsequent versions of
this EULA, then you will not be able to access the RetailCP Software and you should exit the application.
The legal representative of RetailCP is Ambient Displays Ltd, trading as ‘RetailCP’, from the trading
address: Annaverna, Ravensdale, Dundalk, Co Louth, Ireland.
Any questions, comments, or legal notices regarding this EULA or the RetailCP Software must be sent by email
to APP@RetailCP.ie and/or sent by a mail delivery system that can be tracked to the above address. You
authorise RetailCP to notify you via email to the email and physical address associated with your user name
The headings in this EULA are inserted merely for the purpose of convenience and will not affect the meaning
or interpretation of this EULA.
22. Entire EULA
This EULA constitutes the entire Agreement between RetailCP and you with respect to your rights to access and
use the RetailCP Software.
Reasonable advance notice will be provided to current subscribers of an APP before RetailCP cease
making services available through an APP,
RetailCP take down an APP or remove it from current distribution due to points below:
RetailCP will give merchants 10 to 15 days after account termination to retrieve their data
(a) an allegation or actual infringement of any intellectual property right or right of publicity or privacy
of any third party,
(b) an allegation or actual defamation,
(c) an allegation or determination that an APP does not comply with applicable law,
ceasing to do business, or
filing a petition in bankruptcy, dissolving or otherwise failing or unable to pay debts
as they become due.
A subscriber may cancel their subscription at any time before the end of the applicable billing cycle, and
upon cancellation, the subscriber will:
(i) Not receive a refund for the billing period during which the subscriber cancels its subscription,
(ii) be able to access its subscription and receive issues and updates of the relevant subscription until
the subscription termination date.
RetailCP, may refund the full purchase or one Month of the subscription price of an app to a subscriber if:
(i) an app does not function properly; or
(ii) a subscriber requests a refund from RetailCP, within a reasonable time period.
The customer is responsible to report an issue in a timely fashion. For example it is not reasonable for a
customer to claim refund for a number of months after utilising the app services for a number of months
without reporting issue.