General Terms and Conditions

1.Terms and Conditions. Agreement execution

1.1. Terms govern the provision of any and all Services and granting the right to use the tracking code to collect the Customer’s information if applicable and the software required to use the Services – the software “Retail Rocket Retention Management Platform” (‘Software’). The Software shall include the user Interface created by Retail Rocket to access the Software (‘User Interface’), and the Access Program Interface (API), which is a set of functions that allow the Customer to obtain access to the database of product recommendations for use on its website, as well as in other external software products of the Customer, if applicable.

Unless the context otherwise requires:

“Website” shall mean an Internet resource owned by the Customer;

“User Base” shall mean a database containing the information about the users of the Website and the Mobile Application, which is transferred by the Customer to Retail Rocket and updated during the term of the Agreement;

“Mobile Application” shall mean the software, owned by the Customer and intended for mobile devices; 

“User Interface” shall mean the Customer’s means of access to the Software; 

“Reporting Period” shall mean a calendar month. The first Reporting Period shall start from the date of signing of the Agreement.

1.2. Retail Rocket provides the Customer with access to the Software through the User Interface. Access is carried out using a login (e-mail) and password, independently determined by the Customer when registering in the Software at the following addresses: https://my.retailrocket.net/ and https://sailplay.com/login/. Any actions of the Customer performed in User Interface are equated by the parties to those performed in writing.

1.3. After providing access to the Software and completing the integration (if applicable) of the Software, the Retail Rocket provides the Services. The Customer may at any time request the providing of additional Services. Such Services provision starts from the moment the access to such Services is provided upon such Customer’s request or from the moment of signing the respective Engagement letter. The termination of the Services provided shall be carried upon relevant Customer’s request, which shall be sent not later than thirty (30) days before the date of such intended termination, and is not required to be formalized by an additional written agreement of the parties.

  2. Services 

Retail Rocket provides the following services:

Product “CDP”:

Module CDP

• Storage of user data (actions and characteristics), user IDs
• Storage of product range
• Collection and storage of transaction records – up to 10,000,000

• Software integration, if applicable
• Software maintenance

Module “Complex auto segmentation”

• Interface for configuration of regular and automatic segmentation by all platform   characteristics available for filtering, including segment fixation and regular updating

Module “Web-hooks for all external systems”

• Interface for configuration of the logic of automatic data transmission to external systems through the web-hooks interface tool when agreed events occur

Module “Mechanisms of data uploading to third-party systems”

• Tools of configuration of regular transmission of collected data in an agreed list via an agreed channel

Product “Loyalty management”:

Module “Loyalty program”

• Loyalty program logic calculation processing
• Interface for configuration and management of the loyalty program logic
• Configuration of the logic of reward calculation under a loyalty program based on discounts or points

Module “Loyalty On-line”

• Data exchange for the operation of the loyalty program on the Website or in the Mobile Application (exchange of user registration data, additional user data, sales data, etc.)
• Loyalty program logic processing on the Website or in the Mobile Application

Module “Referral programs”

• Ability to process a referral program for a motivated invitation of users of the Website and the Mobile Application and visitors to the Customer’s retail outlets, and, if applicable, other users/visitors for rewards
• Support of invitations via referral promotional code, link and other methods

Module “Rewards”

• Arrangement of tools of receipt of rewards for users of the Website and the Mobile Application, if applicable, in exchange for collected bonus points. Both physical gifts and promotional codes are supported for further use on third-party resources

Module “External reward services”

• Connection of external gift management services
• Arrangement of information exchange and provision of transactions of points exchange for gifts

Product “Dynamic promo”:

Module “Processing of promotion activities”

• Marketing campaign logic processing
• Interface for configuration and management of promotional mechanics
• Marketing campaign builder based on various configuration blocks (audience, location, rules, expiration dates and prioritization)

Module “Promotional codes and coupons”

• Processing of the logic of applying personal and general promotional codes
• Handling promotional codes in the User Interface (generation of promotional codes, loading of a list of promotional codes)

Module “Gift certificates”

• Interface for handling lists of certificates: loading, generation thereof and defining rules of use
• Certificate processing tools: issuance, cancellation and other intermediate statuses

Product “Personalization”:

Module “Customer retention matrix”

• Matrix calculation upon module connection
• Matrix recalculation on request (no limit on the number of requests)
• Updating and display of data in the matrix based on the results of the analysis in each Reporting Period
• Preliminary integration, configuration and launch of the Module

Module “Recommendations on the Website”

• Preparation of a recommendation block chart
• HTML layout of 10 recommendation blocks and modification of the recommendation block layout code within one (1) calendar year from the date of connection of the Module

• Preliminary integration, configuration and launch of the Module
• Automation and personalization of merchandising for the Website
• Collection and processing of user behavioral data on the Website in real time

Module “Recommendations for Mobile Applications”

• Preliminary integration, configuration and launch of the Module
• Automation and personalization of merchandising for the  Customer’s Mobile Application
• Collection and processing of user behavioral data in the Customer’s Mobile Application in real time

Module “Stylist Total Look AI”

• Generation of complete images and product sets for the product being viewed using machine learning tools

Product “Dynamic communications”:

Module “E-mail”

• Interface for sending E-mail newsletters
• Segmentation of the Customer’s User Base
• Monitoring email deliverability and resolution of issues that arise when emails are classified as junk mail (SPAM)
• Visual editor for template handling
• HTML layout of 13 e-mails and modification of the layout code within one (1) calendar year from the date of connection of the Module
• Sending limit: 10 in the Reporting Period for each record in the CDP database within the limit of 2,000,000 users

Module “SMS”

• Interface for sending SMS messages in mass and trigger communications
• Segmentation of the Customer’s subscriber base
• Creation of advertising campaigns in SMS format for sending to subscribers
• Directing advertising campaigns for sending to a SaaS provider or telecom operator

Module “Viber”

• Interface for sending Viber messages in mass and trigger communications
• Segmentation of the Customer’s subscriber base
• Creation of advertising campaigns in Viber format for sending to subscribers

Module “WhatsApp”

• Interface for sending WhatsApp messages in mass and trigger communications
• Segmentation of the Customer’s subscriber base
• Creation of advertising campaigns in WhatsApp format for sending to subscribers

Module “Mobile Push service: internal”

• Interface for sending Mobile Push messages in mass and trigger communications
• Content and deep link configuration
• Ensuring delivery to selected applications through the Retail Rocket’s own services

Module “Mobile Push channel: external”

• Interface for sending Mobile Push notifications in mass and trigger communications
• Content and deep link configuration
• Ensuring delivery to selected applications through an external service provided by the Customer

Module “Web Push”

• Sending Web Push mass notifications
• Subscriber base segmentation for sending
• Behavioral trigger scenarios in the Web Push channel: Abandoned cart, Retargeting of viewed products, Retargeting of the viewed category, Reactivation of inactive users, Notification of price reduction for products in the abandoned cart, Notification of price reduction for viewed products, Notification of availability of products
• Preliminary integration, configuration and launch of the Module

Module “Automatic behavioral scenarios”

BASIC

• Preconfigured basic trigger scenarios: Abandoned cart, Reactivation of inactive users, Welcome chain

MODERATE

• Preconfigured advanced trigger scenarios: Retargeting of viewed products, Retargeting of the viewed category, Retargeting of viewed products out of stock

ENTERPRISE

• Additional expansion of the list of trigger scenarios, including notification of availability of products, notifications of regular demand products and Next Best Offer mechanisms

Module “Use cases”

• Interface for configuration of trigger use cases for any events reflected in the Software
• Ability to use within other connected Modules

Module “Recommendations in communications”

• Use of user behavioral data in email templates
• HTML layout of email templates adapted for various devices
• Preliminary integration, configuration and launch of the Module
• Next Best Offer and real-time segmentation of user interests
• 10+ recommendation algorithms in behavioral scenarios
• 10+ recommendation algorithms in E-mail campaigns

Module “Chatbots (IM)”

• Software tools for connecting to the Software and interacting with various chatbots provided/used by the Customer

Product “Utilitarian functions”:

Module “System of roles and accesses”

• User access control system in the User Interface
• Interface for creation of new roles and management of the list of accesses for each of them

Module “Multi-account”

• Allocation of up to 3 additional separate accounts in the User Interface

Module “Data transfer between accounts”

• Arrangement of the mechanism of transfer of agreed data between different Customer accounts in the User Interface

Retail Rocket can provide the following additional services upon the Customer’s request:

• Addition of an exclusive analysis report
• Change of an exclusive analysis report
• Integration with a new SMS provider or telecom operator
• Services for HTML layout of e-mail messages in excess of the limit stipulated by the Agreement
• Services for HTML layout of recommendation blocks in excess of the limit stipulated by the Agreement

3. Fees

3.1. The Services fees are set out in Price Formation Procedure and Payment Terms Conditions (‘Price Terms’) and shall be calculated taking into account the Customer’s individual conditions specified in the Engagement Letter.

The Customer makes payment for the Services based on invoices issued by Retail Rocket in the order stipulated in the Engagement Letter. Unless otherwise agreed in writing, all fees are indicated in Euro and the Customer shall pay in Euro.

3.2. Retail Rocket shall reserve the right to annually, starting from the second year of the Agreement, index the cost of the Services of the Module CDP, in the amount of the average annual consumer price index, but no more than 7%, with the prior notification sent to the Customer ten (10) days before an increase.

3.3. If the Customer was provided with the services exceeding the scope specified in the Modules, the Customer shall be invoiced additionally by Retail Rocket for services in excess of those specified in accordance with the Price Terms.

  4.Customer data, Customer´s Obligations and indemnification

The Customer shall guarantee Retail Rocket that the content, the access, use and/or the processing of the data by Retail Rocket related to the Services is not unlawful and does not in any way infringe the rights of third parties.

4.1. Any processing of any Customer data shall be subject to the Data Processing Agreement (‘DPA’). As set forth in more detail in DPA, responsibility for the data processed using the Service provided by Retail Rocket shall rest solely with the Customer, without prejudice to civil liabilities established by law.

4.2. The Customer shall provide Retail Rocket with any information requested by Retail Rocket for the provision of the Services and shall cooperate at Retail Rocket´s request, in those matters requested as needed for the provision of the Services.

If applicable, the Customer shall grant Retail Rocket a right of access, and where relevant a limited license to use, with regard to:

(a) its database of products, which contains data on the products on the Customer’s website in the form of an XML file, which includes the following data types: product image, product name, product description, unique identifier for each product, product price, link to the page with the product description on Customer’s website, information on the category (in the form of a numeric identifier) which the product falls into, and the general list of the product categories on the Customer’s website; and

(b) any other technical platform or infrastructure and/or any data required by Retail Rocket to provide the Services.

4.3. The Customer shall indemnify Retail Rocket against any claim by any third party, including the Customer’s clients, that the provision of the Services in any way infringes their rights, provided that Retail Rocket has provided such Services in accordance with the Agreement.

4.4. The Customer, during the period of the Agreement, before implementing similar services of third parties, shall inform Retail Rocket about its intentions.

  5.Termination of the Agreement

5.1. The Agreement remains in force for twelve (12) months and cannot be terminated during this period. Upon expiration of twelve (12) months the Agreement shall  automatically renew for twelve (12) months unless either party notifies the other in writing of its intention not to extend the Agreement at least ninety (90) days before the expiration date of the Agreement. Such a notice shall be effective only if in writing and shall be deemed given when received by registered mail or e-mail.The addresses of the parties shall be indicated in the Engagement Letter. 

5.2. If the Customer has already received the Services for the purpose of executing the Agreement at the time of rescission as referred to in clause 5.1 herein such Services and the related payment obligation cannot be revoked. Any amounts that the Contractor has invoiced before rescission shall remain due in full. The Contractor shall under no circumstances be obliged to reimburse any sums of money that have already been received or to pay any compensation in the event of termination.

6.Force Majeure

6.1. Neither party shall be obliged to meet any obligations, including any guarantee obligation agreed between the parties, if it is prevented from doing so as a result of force majeure. Force majeure shall include: (i) a situation of force majeure encountered by Retail Rocket’s own suppliers, (ii) failure by secondary suppliers engaged by Retail Rocket on the Customer’s instructions to duly meet their obligations, (iii) the defectiveness of items, hardware, software or materials provided by third parties that Retail Rocket has been instructed to use by the Customer, (iv) government measures, (v) electricity failure, (vi) faults affecting the internet, computer network or telecommunication facilities, (vii) war, (viii) workload, (ix) strike action, (x) general transport problems and (xi) the unavailability of one or more members of staff, (xii) riot, (xiii) crime, and (xiv) an act of God (hurricane, flood, earthquake, volcanic eruption, etc.).

6.2. If a situation of force majeure lasts for longer than ninety (90) days, either of the parties shall be entitled to terminate the Agreement in writing. The services already rendered on the basis of the Agreement shall in this case be settled on a pro rata basis, and the parties shall not owe one another any other amounts.

7.Intellectual Property Rights

7.1. The Software, including without limitation any other software or application provided by Retail Rocket for the provision of the Services, shall remain owned exclusively by Retail Rocket, its licensors or its own suppliers. The Customer shall only acquire those rights of use that are explicitly granted during the providing of the Services by Retail Rocket. Any rights of use granted to the Customer shall be limited, revocable, non-exclusive, non-transferable to third parties and non-sublicensable.

7.2. The Customer shall not register, copy, adapt, translate, create derivative works, recompile, disassemble, or discover the source code, reverse engineer, or make, rent, sale, transfer or distribute any other form or claim any domain name, trademark, patent or any other intellectual property right in relation to the Services and/or Software and/or algorithms. The Customer shall not remove and/or alter the legends or notices that appear in the Software or the Services.

8.Confidentiality

8.1. Any information transferred by the parties to each other for the purpose of fulfilling obligations hereunder shall be confidential, except for the information that cannot be confidential in accordance with applicable legislation. The parties shall ensure, during the term of the Agreement and for three (3) years after the termination thereof, the safety of confidential information that became known to them. The fact of cooperation between the parties hereunder shall not constitute confidential information.

8.2. The confidentiality obligations of the parties shall not apply to such information which: (a) becomes public domain without fault on the part of the receiving party; (b) is lawfully obtained by the receiving  party from any source other than the disclosing party, free of any obligation to keep it confidential; or (d) is required to be disclosed pursuant to law, regulation, judicial or administrative order, or request by a governmental or other entity authorized by law to make such request; provided, however, that the receiving  party first notifies the disclosing party, if so permitted by applicable law, to enable it to seek relief from such requirement,  and renders reasonable assistance requested by the disclosing  party in connection therewith. 

9.Liability

9.1. For failure to fulfil or improper fulfilment of the Agreement, the parties shall incur liability stipulated by the Agreement and applicable legislation.

9.2. If the Customer violates the terms of payment for the Services hereunder, Retail Rocket shall have the right to demand to pay, and the Customer, upon receiving of a written claim, undertakes to pay Retail Rocket penalty in the amount of 0,1 % of the overdue payment for each day of the delay.

9.3. The Customer agrees that Software handling requires the use of software (web browsers, operating systems, electronic mail services responsible for e-mail delivery, etc.) and equipment (personal computers, mobile devices, network equipment, etc.), manufactured and provided by third parties, and Retail Rocket cannot be held liable for the quality of their work. The parties agree that Retail Rocket shall not be held liable for any delays, interruptions, direct or indirect damage or losses occurring due to defects in any electronic or mechanical equipment and/or software, or due to other objective technological reasons, as well as due to the actions or omission of third parties, problems with data transmission or connection, power outages that occurred through no fault of Retail Rocket.

9.4. Each party expressly acknowledges its duty to mitigate any damages that it may incur or suffer in relation to the performance and/or breach of the Agreement or these Conditions by the other party.

10.Assignment

No rights or obligations under the Agreement may be assigned by any party without the prior written consent of the other party; except that upon written notice, Retail Rocket may assign any or all of its rights and obligations to any company of its corporate group without prejudice to civil liabilities established by law.