By city by hearwt
Lorem Ipsum has been the industry's standard dummy text ever since
CityByHeart Spot Agreement – Quick Overview
This agreement explains how your business (“Spot”) uses CityByHeart to offer and sell digital Spot Certificates to your guests.
Key points:
This summary is provided for convenience. The full agreement below contains the complete and legally binding terms.
This agreement (“Agreement”) is entered into between:
The Agreement becomes effective when Spot accepts the terms in the registration form (“Effective Date”).
1.1 Purpose. This Agreement governs Spot’s use of CityByHeart as a digital certificate and visit system where Spot can offer and sell digital Spot Certificates to its guests/customers.
1.2 Definitions.
2.1 No registration fee. It is free to register a Spot in the CBH system.
2.2 Extended services. Any extended services (e.g., additional marketing, custom design, integrations, analytics, campaigns, etc.) may be agreed separately and invoiced under a separate agreement.
3.1 Accurate information. Spot shall provide accurate and up-to-date information about the business (company details, billing email, contact person, logo, color, address, etc.). Spot is responsible for keeping this information updated.
3.2 Spot sets the end-customer price. Spot may set its own end-customer price for the certificate. CBH does not control Spot’s pricing towards end customers unless otherwise agreed in writing.
3.3 Lawful sales and marketing. Spot is responsible for ensuring that sales and marketing of certificates comply with applicable laws and regulations (including marketing law, price information requirements, and consumer rights).
3.4 No payment processing in this phase. Unless otherwise agreed, Spot handles payment from end customers (POS, Vipps, card, etc.). CBH provides the digital issuance/registration of the certificate.
4.1 Service. CBH provides access to the System enabling Spot to register/issue Spot Certificates and provides necessary digital components (widgets/URLs) to use the service.
4.2 Availability. CBH strives for stable operation but cannot guarantee uninterrupted availability. Planned maintenance may occur.
4.3 Changes. CBH may further develop the System. Changes that materially affect Spot’s use will be announced within a reasonable time when practicable.
5.1 Settlement basis. Spot is invoiced based on the number of sold/issued certificates in the previous calendar month (“Settlement Period”), as recorded in the CBH system.
5.2 Price. The price per certificate and any fees follow CBH’s current price list/variable (“CBH Price”), which may be updated by CBH. The current CBH Price will be made available to Spot during onboarding or upon request. Material price changes will be notified within a reasonable time.
5.3 Invoicing date. Invoices are issued on the 1st of the following month.
5.4 Due date. Payment is due 7 days from the invoice date unless otherwise stated on the invoice.
5.5 Non-payment – suspension of sales. If the invoice is not paid by the due date, CBH may temporarily disable Spot’s ability to sell/issue Spot Certificates until the outstanding amount is fully paid. CBH may also charge reminder fees and late interest in accordance with applicable law.
5.6 Disputes. Any disputes of the invoicing basis must be submitted in writing within 14 days from the invoice date. Disputes do not relieve Spot from paying any undisputed portion.
6.1 Purpose. The System is designed to reduce misuse. Spot shall contribute to secure use and internal control.
6.2 Authorized employees. Spot shall only grant access to CBH tools/processes to authorized staff. Spot is responsible for its employees’ actions.
6.3 Prohibition of improper issuance. It is not permitted to issue certificates without a genuine visit or otherwise contrary to the System’s purpose. This includes, but is not limited to, issuing to fictitious emails, bulk issuing without real end customers, or issuing against payment when issuance requirements are not met.
6.4 Security procedures recommended by CBH. Spot commits to follow CBH’s reasonable security procedures, which may include:
6.5 Incidents and notification. Spot shall notify CBH without undue delay upon suspected misuse, unauthorized issuance, or security incidents.
6.6 Consequences of misuse. In case of documented or likely misuse, CBH may:
7.1 Roles. The CBH system processes end-customer data (typically email, name, and technical identifiers supporting visit logic). The parties’ privacy roles depend on how Spot uses the System:
7.2 Data minimization. Spot shall not collect or transfer more personal data to CBH than necessary. Email is required for delivery/retrieval of the certificate.
7.3 Lawful basis and notice. Spot shall inform end customers that the certificate is delivered digitally and that email is used for delivery/retrieval.
7.4 Security. CBH implements reasonable technical and organizational measures to protect data. Spot shall also protect its own systems and access.
7.5 Data subject rights. If Spot receives requests from end customers regarding access/erasure etc. that relate to CBH processing, Spot shall forward such requests to CBH without undue delay.
7.6 Data processing agreement (DPA). If later phases establish processing where CBH acts as a processor for Spot, a separate DPA may be entered into.
8.1 CBH rights. The System, code, design and trademarks belong to CBH.
8.2 Spot materials. Spot retains rights to its logos, names, images and other materials provided. Spot grants CBH a non-exclusive right to use such materials in the System to deliver the service (certificates, city listings, branding, etc.).
8.3 Rights clearance. Spot warrants that it has the necessary rights to materials uploaded (logo, images, etc.).
9.1 Indirect losses. Neither party is liable for indirect losses (loss of profit, business interruption, consequential damages) unless caused by gross negligence or willful misconduct.
9.2 Cap on liability. CBH’s total liability under this Agreement is limited to the amount Spot has paid CBH during the last 3 months preceding the event giving rise to the claim, unless otherwise required by mandatory law.
9.3 Force majeure. Neither party is liable for failure to perform due to circumstances beyond the party’s reasonable control.
10.1 The Agreement continues from the Effective Date until terminated.
11.1 Termination without cause. Either party may terminate with 30 days’ written notice.
11.2 Termination for breach. In case of material breach, the Agreement may be terminated with immediate effect. Non-payment and/or misuse under Sections 5 and 6 constitute material breach.
11.3 Effect of termination. Upon termination, CBH may disable Spot’s ability to issue new certificates. Outstanding payment obligations remain.
12.1 The parties shall keep non-public information about the other party and the System confidential.
13.1 Governing law. This Agreement is governed by Norwegian law.
13.2 Dispute resolution. Disputes shall first be attempted resolved amicably. If not resolved, disputes may be brought before the ordinary courts in Norway (CBH may specify a concrete venue if needed).
By checking “I have read and accept the contract” in cbh-spotregistration, Spot confirms it has authority to enter into this Agreement on behalf of the company and accepts the Agreement