By subscribing to the SkylinePOS Enterprise services (the “Services”) provided by Skyline SA and its
affiliates (collectively, “Skyline SA”) in relation with Skyline Enterprise Edition or Skyline Community Edition (the “Software”), hosted on Skyline SA’s Cloud platforms (the “Cloud Platform”) or
on-premises (“Self-Hosting”), you (the “Customer”) are agreeing to be bound by the following
terms and conditions (the “Agreement”).
1 Term of the Agreement
The duration of this Agreement (the “Term”) shall be specified in writing on conclusion of this
Agreement, beginning on the date of conclusion. It is automatically renewed for an equal Term,
unless either party provides a written notice of termination minimum 30 days before the end of
the Term to the other party.
2 Definitions
User Any user account indicated as active in the Software, with access to creation and/or edition
mode. Deactivated user accounts and accounts used by external people (or systems) who
only have limited access to the Software through the portal facilities (known as “portal
Users”) are not counted as Users.
App An “App” is a specialized group of features available for installation in the Software, and
listed in the public Pricing section of Skyline POS SA’s website (https://www.Skyline POS.com).
Skyline POS Partner An Skyline POS Partner is a third-party company or individual, chosen by the Customer,
and working with the Customer for their Skyline POS related services. The Customer can decide
at any time to work with a different Skyline POS Partner, or to work with Skyline POS SA directly (subject
to prior notice).
Extra Module An extra module is a directory of source code files, or a set of Python-based customizations created in a database (e.g. with Skyline POS Studio), that adds features or changes
the standard behavior of the Software. It may have been developed by the Customer, by
Skyline POS SA, by an Skyline POS Partner on behalf of the Customer, or by third parties.
Covered Extra Module A Covered Extra Module is an Extra Module for which the Customer
chooses to pay a maintenance fee in order to get support, upgrade and bug fixing services.
Bug Is considered a Bug any failure of the Software or of a Covered Extra Module that results in
a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will
be considered as Bugs at the discretion of Skyline POS SA (typically, when the Software does not
produce the results or performance it was designed to produce, or when a country-specific
feature does not meet legal accounting requirements anymore).
Covered Versions Unless specified otherwise, the Services provided under this Agreement are
applicable only to the Covered Versions of the Software, which include the 3 most recently
released major versions.
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3 Access to the Software
The Customer can use the Software hosted on the Cloud Platform, or choose the Self-Hosting
option. The Cloud Platform is hosted and fully managed by Skyline POS SA, and accessed remotely
by the Customer. With the Self-Hosting option, the Customer instead hosts the Software on
computer systems of their choice, that are not under the control of Skyline POS SA.
For the duration of this Agreement, Skyline POS SA gives the Customer a non-exclusive, nontransferable license to use (execute, modify, execute after modification) the Skyline POS Enterprise
Edition software, under the terms set forth in 9 Appendix A: Skyline POS Enterprise Edition License.
The Customer agrees to take all necessary measures to guarantee the unmodified execution
of the part of the Software that verifies the validity of the Skyline POS Enterprise Edition usage and
collects statistics for that purpose, including but not limited to the running of an instance, the
number of Users, the installed Apps, and the number of lines of code of Covered Extra Modules.
Skyline POS SA commits not to disclose individual or named figures to third parties without the consent
of the Customer, and to deal with all collected data in compliance with its official Privacy Policy,
published at https://www.Skyline POS.com/privacy.
Upon expiration or termination of this Agreement, this license is revoked immediately and the
Customer agrees to stop using the Skyline POS Enterprise Edition software and the Cloud Platform.
Should the Customer breach the terms of this section, the Customer agrees to pay Skyline POS SA an
extra fee equal to 300% of the applicable list price for the actual number of Users and installed
Apps.
4 Services
4.1 Bug Fixing Service
For the duration of this Agreement, Skyline POS SA commits to making all reasonable efforts to remedy any Bug of the Software and Covered Extra Modules submitted by the Customer through
the appropriate channel (typically, the web form or phone numbers listed on Skyline POS.com/help
(https://www.Skyline POS.com/help), or when working with an Skyline POS Partner, the channel provided by
the partner), and to start handling such Customer submissions within 2 business days.
As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer. If the
Customer is using a Covered Version, they will not be asked to upgrade to a more recent Covered
Version of the Software as a remedy to a Bug.
When a Bug is fixed in any Covered Version, Skyline POS SA commits to fixing the Bug in all more
recent Covered Versions of the Software.
Both parties acknowledge that as specified in the license of the Software and in the 7.3 Limitation
of Liability section of this Agreement, Skyline POS SA cannot be held liable for Bugs in the Software or
in Covered Extra Modules.
4.2 Security Updates Service
Self-Hosting
For the duration of this Agreement, Skyline POS SA commits to sending a “Security Advisory” to the
Customer for any security Bug that is discovered in the Covered Versions of the Software (this
excludes Extra Modules), at least 2 weeks before making the Security Advisory public, unless
the Bug has already been disclosed publicly by a third party. Security Advisories include a complete description of the Bug, its cause, its possible impacts on the Customer’s systems, and the
corresponding remedy for each Covered Version.
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The Customer understands that the Bug and the information in the Security Advisory must be
treated as Confidential Information as described in 6.4 Confidentiality during the embargo period prior to the public disclosure.
Cloud Platform
Skyline POS SA commits to apply the security remedies for any security Bug discovered in a version
of the Software hosted on the Cloud Platform, on all systems under its control, as soon as the
remedy is available, without requiring any manual action of the Customer.
4.3 Upgrade Services
Upgrade Service for the Software
For the duration of this Agreement, the Customer can submit upgrade requests through the appropriate channel (typically Skyline POS SA’s upgrade service website), in order to convert a database
of the Software from any version of the Software to a more recent Covered Version (the “Target
Version”).
For the Cloud Platform, upgrade requests are submitted directly from the control panel of the
Cloud Platform, and do not require any data upload. For Self-Hosting, upgrade requests must
include a copy of the Customer’s database and the associated data (typically obtained from the
Backup menu of the Software).
This service provided through an automated platform in order to allow the Customer to perform
unattended upgrades once a previous version of the Customer’s database has been successfully
upgraded for a Covered Version.
The Upgrade Service is limited to the technical conversion and adaptation of the Customer’s
database to make it compatible with the Target Version, the correction of any Bug directly caused
by the upgrade operation and not normally occurring in the Target Version, and the conversion
of the source code and data of Covered Extra Modules for the Target Version.
It is the responsibility of the Customer to verify and validate the upgraded database in order
to detect Bugs, to analyze the impact of changes and new features implemented in the Target
Version, and to convert and adapt for the Target Version any third-party extensions of the Software that were installed in the database before the upgrade (e.g. non-convered Extra Modules).
The Customer may submit multiple upgrade requests for a database, until an acceptable result
is achieved.
4.4 Cloud Hosting Services
For the duration of this Agreement, when the Customer chooses to use the Cloud Platform, Skyline POS
SA commits to providing at least the following services:
• Choice of multiple hosting regions (minimum 3: Europe, America, Asia/Pacific)
• Hosting in Tier-III data centers or equivalent, with 99.9% network uptime
• Grade A SSL (HTTPS) Encryption of communication
• Fully automated, verified backups, replicated in multiple regions
• Disaster Recovery Plan, tested regularly
The details of the Cloud Hosting Services are described on the Service Level Agreement page at
https://www.Skyline POS.com/cloud-sla.
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4.5 Support Services
Scope
For the duration of this Agreement, the Customer may open an unlimited number of support
tickets free of charge, exclusively for questions regarding Bugs (see 4.1 Bug Fixing Service) or
guidance with respect to the use of the standard features of the Software and Covered Extra
Modules.
Other assistance requests, such as questions related to development or customizations may be
covered through the purchase of a separate service agreement. In case it’s not clear if a request
is covered by this Agreement, the decision is at the discretion of Skyline POS SA.
Availability
Tickets can be submitted via the web form or phone numbers listed on Skyline POS.com/help
(https://www.Skyline POS.com/help), or when working with an Skyline POS Partner, the channel provided
by the partner, subject to local opening hours.
4.6 Working with an Skyline POS Partner
For bug fixes, support and upgrade services, the Customer may either work with an Skyline POS Partner as the main point of contact, or work with Skyline POS SA directly.
If the Customer decides to work with an Skyline POS Partner, Skyline POS SA will subcontract services related
to the Covered Extra Modules to the Skyline POS Partner, who becomes the main point of contact of the
customer. The Skyline POS Partner may contact Skyline POS SA on behalf of the customer for second-level
assistance with regard to standard features of the Software.
If the Customer decides to work with Skyline POS SA directly, services related to Covered Extra Modules
are provided if and only if the Customer is hosted on the Skyline POS Cloud Platform.
5 Charges and Fees
5.1 Standard charges
The standard charges for the Skyline POS Enterprise subscription and the Services are based on the
number of Users and the installed Apps used by the Customer, and specified in writing at the
conclusion of the Agreement.
When during the Term, the Customer has more Users or more installed Apps than specified at
the time of conclusion of this Agreement, the Customer agrees to pay an extra fee equivalent to
the applicable list price (at the beginning of the Term) for the additional Users or Apps, for the
remainder of the Term.
In addition, services for Covered Extra Modules are charged based on the number of lines of
code in these modules. When the Customer opts for the maintenance of Covered Extra Modules,
the charge is a monthly fee of 16€ per 100 lines of code (rounded up to the next hundred),
unless otherwise specified in writing at the conclusion of the Agreement. Lines of code will
be counted with the cloc command of the Software, and include all text lines in the source
code of those modules, regardless of the programming language (Python, Javascript, XML, etc.),
excluding blank lines, comment lines and files that are not loaded when installing or executing
the Software.
When the Customer requests an upgrade, for each Covered Extra Module that has not been
covered by a maintenance fee for the last 12 months, Skyline POS SA may charge a one-time extra fee
of 16€ per 100 lines of code, for each missing month of coverage.
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5.2 Renewal charges
Upon renewal as covered in section 1 Term of the Agreement, if the charges applied during the
previous Term (excluding any “Initial User Discounts”) are lower than the most current applicable list price, these charges will increase by up to 7%.
5.3 Taxes
All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees or charges (collectively, “Taxes”). The Customer is responsible for paying
all Taxes associated with purchases made by the Customer under this Agreement, except when
Skyline POS SA is legally obliged to pay or collect Taxes for which the Customer is responsible.
6 Conditions of Services
6.1 Customer Obligations
The Customer agrees to:
• pay Skyline POS SA any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified at the signature of this contract ;
• immediately notify Skyline POS SA when their actual number of Users or their installed Apps
exceed the numbers specified at the conclusion of the Agreement, and in this event, pay
the applicable additional fee as described in section 5.1 Standard charges;
• take all measures necessary to guarantee the unmodified execution of the part of the Software that verifies the validity of the Skyline POS Enterprise Edition usage, as described in 3 Access
to the Software ;
• appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
• provide written notice to Skyline POS SA 30 days before changing their main point of contact to
work with another Skyline POS Partner, or to work with Skyline POS SA directly.
When the Customer chooses to use the Cloud Platform, the Customer further agrees to:
• take all reasonable measures to keep their user accounts secure, including by choosing a
strong password and not sharing it with anyone else;
• make a reasonable use of the Hosting Services, to the exclusion of any illegal or abusive
activities, and strictly observe the rules outlined in the Acceptable Use Policy published at
https://www.Skyline POS.com/acceptable-use.
When the Customer chooses the Self-Hosting option, the Customer further agrees to:
• take all reasonable measures to protect Customer’s files and databases and to ensure Customer’s data is safe and secure, acknowledging that Skyline POS SA cannot be held liable for any
data loss;
• grant Skyline POS SA the necessary access to verify the validity of the Skyline POS Enterprise Edition
usage upon request (e.g. if the automatic validation is found to be inoperant for the Customer);
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6.2 No Soliciting or Hiring
Except where the other party gives its consent in writing, each party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other party who is involved
in performing or using the Services under this Agreement, for the duration of the Agreement and
for a period of 12 months from the date of termination or expiration of this Agreement. In case
of any breach of the conditions of this section that leads to the termination of said employee
toward that end, the breaching party agrees to pay to the other party an amount of EUR (€) 30
000.00 (thirty thousand euros).
6.3 Publicity
Except where notified otherwise in writing, each party grants the other a non-transferable, nonexclusive, royalty free, worldwide license to reproduce and display the other party’s name, logos
and trademarks, solely for the purpose of referring to the other party as a customer or supplier,
on websites, press releases and other marketing materials.
6.4 Confidentiality
Definition of “Confidential Information”: All information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is
designated as confidential or that reasonably should be understood to be confidential given
the nature of the information and the circumstances of disclosure. In particular any information related to the business, affairs, products, developments, trade secrets, know-how,
personnel, customers and suppliers of either party should be regarded as confidential.
For all Confidential Information received during the Term of this Agreement, the Receiving Party
will use the same degree of care that it uses to protect the confidentiality of its own similar
Confidential Information, but not less than reasonable care.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent
compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice
of the compelled disclosure, to the extent permitted by law.
6.5 Data Protection
Definitions “Personal Data”, “Controller”, “Processing” take the same meanings as in the Regulation (EU) 2016/679 and the Directive 2002/58/EC, and any regulation or legislation that
amends or replaces them (hereafter referred to as “Data Protection Legislation”)
Processing of Personal Data
The parties acknowledge that the Customer’s database may contain Personal Data, for which
the Customer is the Controller. This data will be processed by Skyline POS SA when the Customer
instructs so, by using any of the Services that require a database (e.g. the Cloud Hosting Services
or the Database Upgrade Service), or if the Customer transfers their database or a part of their
database to Skyline POS SA for any reason pertaining to this Agreement.
This processing will be performed in conformance with Data Protection Legislation. In particular, Skyline POS SA commits to:
• (a) only process the Personal Data when and as instructed by the Customer, and for the
purpose of performing one of the Services under this Agreement, unless required by law
to do so, in which case Skyline POS SA will provide prior notice to the Customer, unless the law
forbids it ;
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(b) ensure that all persons within Skyline POS SA authorised to process the Personal Data have
committed themselves to confidentiality ;
• (c) implement and maintain appropriate technical and organizational measures to protect
the Personal Data against unauthorized or unlawful processing and against accidental loss,
destruction, damage, theft, alteration or disclosure ;
• (d) forward promptly to the Customer any Data Protection request that was submitted to
Skyline POS SA with regard to the Customer’s database ;
• (e) notify the Customer promptly upon becoming aware of and confirming any accidental,
unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data ;
• (f ) notify the Customer if the processing instructions infringe applicable Data Protection
Legislation, in the opinion of Skyline POS SA;
• (g) make available to the Customer all information necessary to demonstrate compliance
with the Data Protection Legislation, allow for and contribute reasonably to audits, including inspections, conducted or mandated by the Customer;
• (h) permanently delete all copies of the Customer’s database in possession of Skyline POS SA, or
return such data, at the Customer’s choice, upon termination of this Agreement, subject to
the delays specified in Skyline POS SA’s Privacy Policy (https://www.Skyline POS.com/privacy) ;
With regard to points (d) to (f ), the Customer agrees to provide Skyline POS SA with accurate contact
information at all times, as necessary to notify the Customer’s Data Protection responsible.
Subprocessors
The Customer acknowledges and agrees that in order to provide the Services, Skyline POS SA may use
third-party service providers (Subprocessors) to process Personal Data. Skyline POS SA commits to
only use Subprocessors in compliance with Data Protection Legislation. This use will be covered
by a contract between Skyline POS SA and the Subprocessor that provides guarantees to that effect.
Skyline POS SA’s Privacy Policy, published at https://www.Skyline POS.com/privacy provides up-to-date information regarding the names and purposes of Subprocessors currently in use by Skyline POS SA for the
execution of the Services.
6.6 Termination
In the event that either Party fails to fulfill any of its obligations arising herein, and if such
breach has not been remedied within 30 calendar days from the written notice of such breach,
this Agreement may be terminated immediately by the non-breaching Party.
Further, Skyline POS SA may terminate the Agreement immediately in the event the Customer fails to
pay the applicable fees for the Services within 21 days following the due date specified on the
corresponding invoice, and after minimum 3 reminders.
Surviving Provisions: The sections “6.4 Confidentiality”, “7.2 Disclaimers”, “7.3 Limitation of
Liability”, and “8 General Provisions” will survive any termination or expiration of this
Agreement.
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7 Warranties, Disclaimers, Liability
7.1 Warranties
Skyline POS SA owns the copyright or an equivalent1 on 100% of the code of the Software, and confirms that all the software libraries required to use the Software are available under a licence
compatible with the licence of the Software.
For the duration of this Agreement, Skyline POS SA commits to using commercially reasonable efforts
to execute the Services in accordance with the generally accepted industry standards provided
that:
• the Customer’s computing systems are in good operational order and, for Self-Hosting, that
the Software is installed in a suitable operating environment;
• the Customer provides adequate troubleshooting information and, for Self-Hosting, any
access that Skyline POS SA may need to identify, reproduce and address problems;
• all amounts due to Skyline POS SA have been paid.
The Customer’s sole and exclusive remedy and Skyline POS SA’s only obligation for any breach of this
warranty is for Skyline POS SA to resume the execution of the Services at no additional charge.
7.2 Disclaimers
Except as expressly provided herein, neither party makes any warranty of any kind, whether
express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or
non-infringement, to the maximum extent permitted by applicable law.
Skyline POS SA does not warrant that the Software complies with any local or international law or
regulations.
7.3 Limitation of Liability
To the maximum extent permitted by law, the aggregate liability of each party together with its
affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid
by the Customer under this Agreement during the 12 months immediately preceding the date of
the event giving rise to such claim. Multiple claims shall not enlarge this limitation.
In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits,
savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data,
arising out of or in connection with this Agreement regardless of the form of action, whether in
contract, tort (including strict negligence) or any other legal or equitable theory, even if a party
or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates’
remedy otherwise fails of its essential purpose.
1 External contributions are covered by a Copyright License Agreement (https://www.Skyline POS.com/cla) that provides a
permanent, free and irrevocable, copyright and patent licence to Skyline POS SA.
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7.4 Force Majeure
Neither party shall be liable to the other party for the delay in any performance or failure to
render any performance under this Agreement when such failure or delay finds its cause in a
case of force majeure, such as governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or
public authority, or any other cause or causes, whether of like or different nature, beyond the
reasonable control of such party as long as such cause or causes exist.
8 General Provisions
8.1 Governing Law
This Agreement and all Customer orders will be subject to Belgian law. Any dispute arising out
of or in connection with this Agreement or any Customer order will be subject to the exclusive
jurisdiction of the Nivelles Business Court.
8.2 Severability
In case any one or more of the provisions of this Agreement or any application thereof shall be
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions of this Agreement and any application thereof shall be in no way thereby
affected or impaired. Both parties undertake to replace any invalid, illegal or unenforceable
provision of this Agreement by a valid provision having the same effects and objectives.
9 Appendix A: Skyline POS Enterprise Edition License
Skyline POS Enterprise Edition is licensed under the Skyline POS Enterprise Edition License v1.0, defined as
follows:
Skyline POS Enterprise Edition License v1.0
This software and associated files (the "Software") can only be used (executed,
modified, executed after modifications) with a valid Skyline POS Enterprise
Subscription for the correct number of users.
With a valid Partnership Agreement with Skyline POS S.A., the above permissions are
also granted, as long as the usage is limited to a testing or development
environment.
You may develop Skyline POS modules based on the Software and distribute them
under the license of your choice, provided that it is compatible with the
terms of the Skyline POS Enterprise Edition License (For example: LGPL, MIT, or
proprietary licenses similar to this one).
You may use Skyline POS modules published under any license along with the
Software, provided that their license is compatible with the terms of the
Skyline POS Enterprise License (Including, but not limited to, any module
published on the Skyline POS Apps Store on Skyline POS.com/apps)
It is forbidden to publish, distribute, sublicense, or sell copies of the
Software or modified copies of the Software.
The above copyright notice and this permission notice must be included in
all copies or substantial portions of the Software.
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THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. IN NO EVENT SHALL
THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM,DAMAGES OR OTHER
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE,ARISING
FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER
DEALINGS IN THE SOFTWARE