GOTOUCH SERVICES AGREEMENT
Version 1.0 draft · Kansas
Revised: sections 1.1, 2.4, 3.2, 3.3 and 4.1 updated for automatic billing and for materials no longer being limited by plan. Section 3 renumbered accordingly.
This Agreement is between GoTouch LLC, a Kansas limited liability company with its principal place of business at 7939 Randall Drive, Lenexa, Kansas 66215 ("GoTouch", "we", "us"), and the property identified in the accompanying Proposal ("Client", "you").
The Proposal you signed sets out the pieces you ordered, their finishes and quantities, the one-time amount, the monthly amount, and the term you chose. The Proposal and this Agreement together form the whole agreement. Where they conflict, the Proposal controls as to price, quantities and term; this Agreement controls as to everything else.
1. What GoTouch provides
1.1 Hardware. Physical touchpoints made for your property — wall plates, stands, welcome plates and departure keychains — in the pieces, materials and quantities set out in your Proposal, each carrying an NFC chip programmed to a page we host for you. Every piece is made in your own branding, and you may choose any material we make that piece in; the plan you choose determines the software and features available to you, not the materials you may order.
1.2 Guest pages. Hosted web pages that open when a guest taps one of your touchpoints, displaying content you control: Wi-Fi details, guest requests, dining and amenity information, offers, and a link to your review page.
1.3 Dashboard. A hosted dashboard where your staff manage your touchpoints and content, receive and resolve guest requests, and view counts of how your touchpoints have been used.
1.4 Artwork and proofing. Artwork prepared from your logo, colours and wording, with proofs and revisions before you approve.
1.5 Installation. Installation of your touchpoints at your property, with each piece tested on site, and a walkthrough for your staff.
1.6 Support. Support by email at the address published on our site. We do not commit to a response time under this Agreement.
1.7 Changes. We may change, improve or discontinue individual features. We will not materially reduce the core function of the Guest Hub, requests or review touchpoints during a term you have paid for without your consent or a pro-rata refund of the affected period.
2. Term and cancellation
2.1 Start. This Agreement begins on the date you sign the Proposal.
2.2 Term. The term you chose in the Proposal, being either:
(a) Month to month. Either party may cancel on thirty (30) days' written notice.
(b) Twelve months. A minimum term of twelve months from the date your touchpoints are installed. At the end of that term this Agreement continues month to month, cancellable by either party on thirty (30) days' written notice. It does not renew into a further fixed term.
2.3 Cancelling within the twelve-month term. If you cancel a twelve-month term early, the discount applied for choosing that term is forfeited, and the difference between the discounted rate and the month-to-month rate for the months already served becomes payable. We will not pursue the unserved months.
2.4 Refund of the monthly amount. If you tell us within thirty days of your first monthly charge that you no longer want the service, we will refund that charge in full. The refund is returned to the bank account or card it was taken from. Custom hardware is not refundable once you have approved the artwork proof, because it is made for your property and cannot be sold to anyone else; hardware that has not yet gone to our supplier is refundable in full.
2.5 Cancellation by us. We may cancel on thirty days' written notice, or immediately if you fail to pay an amount more than thirty days overdue after written reminder, or if your use of the service breaches section 6.
2.6 What happens on cancellation. Your touchpoints are yours; you bought them. Their pages stop resolving thirty days after cancellation takes effect, and after that a tap opens nothing. Before then you may export all of your data (section 8). We delete your guest data in accordance with our published retention periods.
3. Payment
3.1 One-time amount. Covers hardware and installation. Invoiced on signing, payable before your artwork is released to our supplier, unless your Proposal records a split payment, in which case the second portion is payable on installation.
3.2 How the monthly amount is charged. The monthly amount is charged automatically, starting on the day your hardware is installed and working — not on the day you sign. It is charged to the bank account or payment card you authorise. At signing you authorise us to debit that account for the monthly amount, and for any amount you separately agree to; you can change the account or card, or withdraw that authorisation, at any time from your Payments page or by telling us in writing. Withdrawing it does not end this Agreement — you would then need to pay by another method. Where the monthly amount is calculated per room, the room count is the number recorded in the Proposal.
3.3 If a payment fails. A bank debit can be returned by your bank several days after it appeared to succeed. If a payment fails we will email your billing contact, and we will try again on a schedule set by our payment processor. Your guest pages, tags and dashboard keep working while this happens. If every attempt fails we will contact you directly before taking any further step; we will not switch off anything your guests use because a payment was returned.
3.4 Late payment. Amounts unpaid thirty days after the invoice date may accrue interest at 1.5% per month or the maximum the law allows, whichever is lower.
3.5 Taxes. Amounts exclude sales and use taxes, which are your responsibility where applicable.
3.6 Changes to the monthly amount. We may change the monthly amount on sixty days' written notice, effective no earlier than the end of your current term. If you do not accept the change you may cancel before it takes effect without penalty.
4. Hardware
4.1 Made for you. Every piece is manufactured for your property, carrying your branding, in the material you chose, and is not stock we hold. We do not sell unbranded or GoTouch-branded hardware.
4.2 Proof approval and the point of no return. We will send you a proof showing every piece at actual size. Once you approve the proof in writing, the hardware becomes non-refundable, because it is then manufactured for you and cannot be sold to anyone else. Nothing is sent to our supplier before your approval.
4.3 Lead time. Approximately four to six weeks from the date you approve the proof, not from the date you sign. Lead times depend on our supplier and are estimates, not commitments, though we will tell you promptly if a date moves.
4.4 Ownership and title. Title to the hardware passes to you on full payment of the one-time amount. You own the physical pieces. You do not acquire rights in the software, the hosted pages, or the programming of the chips.
4.5 Replacement of failed pieces. If a piece stops working in normal use, we will replace it at no charge for as long as you are a client, and the replacement will keep the same page and the same recorded history. This does not cover loss, theft, deliberate damage, removal and reinstallation by anyone other than us, or damage from cleaning products or refurbishment.
4.6 Installation. If we install your touchpoints and any of them cannot be made to work at your property, we will not charge the installation portion of the one-time amount.
4.7 Additions. Additional pieces ordered later are quoted separately and are subject to this Agreement.
5. Your obligations
5.1 Access. You will give us reasonable access to your property to install, test and, where needed, replace pieces.
5.2 Your content. You are responsible for the accuracy of the content you publish to your guest pages — Wi-Fi details, hours, prices, offers and their terms. We do not check it.
5.3 Your offers. Any offer you publish is an offer made by you to your guest, and you are responsible for honouring it and for its terms, availability and any applicable law.
5.4 Your marks. You grant us a licence to use your name, logo and brand colours for the sole purpose of producing your artwork, hardware and guest pages. We will not use your name or logo in our own marketing without your separate written permission.
5.5 Your staff. You are responsible for what your staff do in the dashboard, including resolving guest requests and handling any guest data they can see.
5.6 Review requests. You will not offer guests anything in exchange for a review, and you will not use our touchpoints to filter or gate guests by their intended rating. Doing so breaches Google's policies and this Agreement.
6. Acceptable use
You will not use the service to send unsolicited marketing, to collect guest contact details without valid consent, to publish unlawful, deceptive or harmful content, to attempt to access another property's data, or to resell the service without our written agreement.
7. What we measure, and what we do not claim
7.1 What we count. We count taps on your touchpoints, the sections of your pages guests open, guest requests and their timestamps, offers claimed and offers marked redeemed, and sign-ups together with the consent wording each guest agreed to.
7.2 What we do not claim. We make no representation that using the service will produce reviews, bookings, revenue or any other outcome. A tap is one touchpoint opened on one device. It is not a guest, a review or a sale, and we do not report it as one. Any projection shown to you during a sales conversation is a calculation from assumptions you supplied and is not a forecast or a promise.
7.3 Third-party figures. Where we display figures from your Google listing, those figures come from Google and are labelled accordingly. We do not attribute any review to a tap.
8. Data
8.1 Your data is yours. Content you publish, and the records generated by your property's touchpoints, belong to you.
8.2 Guest data. Guests may give their name, email address, phone number and consent when they sign up, and may type a request. We process this on your behalf, for the purpose of providing the service, in accordance with our published privacy notice.
8.3 Retention. We keep guest data for the periods published on our data page, which currently include deletion of sign-up records ninety days after this Agreement ends. Tap data is kept as anonymised counts; the identifier used to recognise a returning device expires after thirty days.
8.4 No identification, no sale. We do not attempt to identify individual guests, and we do not sell guest data to anyone.
8.5 Messages to guests. We do not send marketing messages to your guests except where a guest has given the consent required for that channel, recorded with the wording they agreed to.
8.6 Export. You may export all of your data at any time from the dashboard, as CSV or JSON.
8.7 Deletion. A guest may ask you or us to delete their details, and we will do so. You may ask us to delete your property's data on cancellation.
8.8 Sub-processors. We use third parties to host and operate the service. The current list is published on our data page. We will keep it current.
8.9 Property system connections. If you connect a property management system, we read guest first names and stay dates only, we write nothing back to it, and we do not pass that data to any marketing tool.
8.10 Security. We will use reasonable measures appropriate to the sensitivity of the data. We do not warrant that the service will be uninterrupted or error-free.
9. Intellectual property
The software, hosted pages, dashboard, designs, templates and documentation are ours and remain ours. You get a non-exclusive, non-transferable right to use them for your property for the term of this Agreement. Artwork we produce for you may be used by you in connection with your property; we retain rights in the underlying templates and layouts.
10. Warranties and liability
10.1 Our warranty. We warrant that we will provide the service with reasonable skill and care, and that the hardware will be free from defects in materials and workmanship in normal use for the term.
10.2 Exclusion. Except as stated in this Agreement, the service is provided as is, and we disclaim all other warranties, express or implied, including merchantability and fitness for a particular purpose.
10.3 Cap on liability. Our total liability arising out of this Agreement will not exceed the amounts you paid us in the twelve months before the claim arose.
10.4 No indirect loss. Neither party is liable for indirect, incidental, special or consequential loss, or for lost profits, revenue or goodwill.
10.5 What is not capped. Nothing in this section limits liability for death or personal injury caused by negligence, for fraud, or for a party's wilful misconduct.
11. Indemnities
11.1 You indemnify us against claims arising from your content, your offers, your use of guest data outside this Agreement, and your breach of section 5 or 6.
11.2 We indemnify you against third-party claims that the service as we supply it infringes that third party's intellectual property.
12. Confidentiality
Each party will keep the other's non-public business information confidential, use it only for this Agreement, and protect it with reasonable care. This does not apply to information that is public, independently developed, or required to be disclosed by law.
13. General
13.1 Notices. In writing, by email to the addresses on the Proposal, effective on the next business day.
13.2 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets.
13.3 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, including supplier failure, carrier delay and natural events. Where hardware is delayed by our supplier, we will tell you and the lead time extends accordingly.
13.4 Governing law and venue. Kansas law governs. The state and federal courts in Johnson County, Kansas have exclusive jurisdiction.
13.5 Dispute resolution. The parties will attempt in good faith to resolve any dispute by discussion within thirty days before commencing proceedings.
13.6 Independent parties. Nothing here creates a partnership, joint venture, agency or employment relationship.
13.7 Amendment. In writing, signed by both parties, except changes to the monthly amount under 3.5 and to the sub-processor list under 8.8.
13.8 Severability. If any provision is unenforceable, the rest continues in effect.
13.9 Entire agreement. This Agreement and the Proposal are the whole agreement and supersede prior discussions, including any statement made during a sales conversation.
13.10 Version. This Agreement is version 1.0. The version in force is the one recorded against your signature.
Signatures
GoTouch LLC — name, title, date Client — property, name, title, date