These Terms of Service apply to all Customers who register for, renew, upgrade, or otherwise conduct transactions relating to the QR Ordering System service provided by NOVA AI through its official website, official sales channels, or pursuant to Agreements, Quotations, and other transaction documents executed between the Parties.
By registering for the Service, executing an Agreement, accepting a Quotation, making payment, or continuing to use the Service, the Customer acknowledges that they have read, understood, and agreed to comply with all terms and conditions set forth in these Terms of Service.
These Terms of Service constitute an integral part of the Agreement, Quotation, Acceptance Minutes, Service Policies, and other transaction documents entered into between NOVA AI and the Customer, unless otherwise agreed in writing by the Parties.
For the purposes of these Terms of Service, NOVA AI refers to the service provider of the QR Ordering System whose legal information is published on its official website or in other valid transaction documents.
Before entering into any transaction, the Customer is responsible for verifying and confirming the following:
For transactions conducted electronically, the Customer shall be provided with the opportunity to review, save, and separately confirm acceptance of these Terms of Service before completing the registration process or submitting a request to use the Service.
NOVA AI reserves the right to retain transaction-related information, including but not limited to:
For Customers who qualify as consumers under Vietnamese law, nothing in these Terms of Service shall exclude or limit any mandatory rights and protections granted to consumers by applicable law.
For Customers that are organizations or business entities, the rights and obligations of the Parties shall be determined in accordance with the Agreement, Quotation, Scope of Work, Acceptance Minutes, and other transaction documents mutually confirmed by the Parties.
In the event of any inconsistency between these Terms of Service and any Agreement or Agreement Appendix executed between the Parties, the Agreement or Agreement Appendix shall prevail.
NOVA AI provides the QR Ordering System service to support business establishments in digitizing their service operations, improving management efficiency, and enhancing customer experience.
The QR Ordering System service includes, but is not limited to, the following:
The scope of services provided under each Service Package shall be determined in accordance with the applicable Quotation, Agreement, Agreement Appendix, or Service Description issued by NOVA AI from time to time.
Any additional features, functions, or services beyond the scope of the subscribed Service Package shall only be implemented after the Parties have mutually agreed upon the scope of work, implementation schedule, service fees, and other relevant conditions.
NOVA AI reserves the right to upgrade, enhance, or modify the System in order to improve performance, strengthen security, enhance user experience, or comply with applicable legal requirements. Such upgrades shall not materially affect the core functionalities subscribed to by the Customer, except where necessary to ensure system security or comply with mandatory requirements imposed by competent governmental authorities.
Certain features of the QR Ordering System may depend on the technical infrastructure, services, or platforms of third parties, including but not limited to payment gateways, messaging services, email services, hosting providers, POS systems, or other integrated services. Where such third-party services are modified, interrupted, suspended, or discontinued, NOVA AI shall cooperate with the Customer in identifying an appropriate solution; however, NOVA AI shall not be liable for any circumstances beyond its reasonable control.
A request to register for the QR Ordering System service shall be deemed valid when all of the following conditions are satisfied:
• The Customer provides complete, accurate, and truthful contact information as required by NOVA AI.
• Both parties have agreed on the service scope, service package, features, implementation schedule, fees, and implementation conditions through a quotation, contract, or other relevant transaction documents.
• The Customer has fulfilled the payment or deposit obligation as agreed (if applicable).
• The service registration request does not fall under any prohibited or restricted cases under Vietnamese law.
• The Customer has full authority and legal capacity to enter into the contract or register for the service on behalf of the organization, enterprise, or business establishment represented by the Customer.
NOVA AI reserves the right to reject a registration request or refuse to provide the Service in the following cases:
• The information provided by the Customer is incomplete, inaccurate, or cannot be verified.
• The Customer shows signs of fraud, identity impersonation, or unauthorized use of another person's or organization's information.
• The Customer requests implementation of features or uses the Service for unlawful purposes or purposes that infringe upon the lawful rights and interests of organizations or individuals.
• The Customer fails to fulfill payment obligations or does not satisfy the conditions necessary for service implementation.
• Other circumstances as prescribed by law or NOVA AI's internal policies.
Automatic notifications generated by the Website, email, system, or other electronic methods confirming receipt of a registration request shall not constitute acceptance of the Service by NOVA AI.
A registration request shall only be deemed accepted when all of the following conditions are satisfied:
• NOVA AI has confirmed acceptance via email, written notice, or another electronic method.
• Both parties have agreed upon the service scope, service package, implementation schedule, and fees.
• The Customer has completed the required payment or deposit (if applicable).
If any errors relating to service information, service fees, features, implementation conditions, or technical specifications are discovered before registration confirmation, NOVA AI shall notify the Customer so that the Customer may:
• Confirm the registration based on the corrected information; or
• Cancel the registration request and receive a refund of any amount already paid, after deducting any reasonable costs agreed by the parties or required by law.
The Customer represents and warrants that:
• The Customer has full authority and legal rights to provide all documents, data, images, content, trademarks, and other materials required for service implementation.
• The Customer is solely responsible for the legality, accuracy, and completeness of all data, documents, and content provided.
• The Customer shall not provide or request NOVA AI to implement any content that infringes intellectual property rights, privacy rights, trade secrets, or applicable laws.
• The Customer shall cooperate with NOVA AI throughout the survey, implementation, testing, acceptance, and operation of the QR Ordering System.
Failure by the Customer to provide information, documents, or data on time, or delays in responding to NOVA AI's requests for confirmation, may affect the implementation schedule. In such cases, NOVA AI shall not be liable for any delay or damage resulting from the Customer's failure.
NOVA AI provides the QR Ordering System service in accordance with the scope of work, service package, quotation, contract, contract appendices, or other transaction documents agreed upon between the Parties.
The implementation of the service shall be carried out based on the agreed scope of work, system features, service package, and implementation schedule confirmed by both Parties.
To ensure that the service is implemented on schedule and meets the required quality standards, the Customer is responsible for:
• Providing complete information regarding the business establishment, branches, service areas, table layout (if any), menu, product images, pricing, and other necessary data.
• Assigning an authorized contact person to coordinate with NOVA AI throughout the implementation process.
• Preparing the required technical infrastructure, including Internet connection, local network, printers, POS devices, and other integrated equipment under the Customer's responsibility.
• Performing all obligations stipulated in the Contract so that the system can be implemented and put into operation on schedule.
NOVA AI commits to:
• Implementing the service in accordance with the agreed scope.
• Configuring and setting up the system according to the registered service package.
• Providing user guidance and supporting the Customer during the system deployment process.
• Performing maintenance, updates, and technical support in accordance with the applicable service policy or executed agreement.
Certain system functions may be upgraded, adjusted, or improved to enhance performance, strengthen security, or comply with applicable legal requirements. Such updates shall not materially affect the core functions of the service, except where necessary to ensure system security or to comply with requirements imposed by competent governmental authorities.
Where the service is integrated with third-party systems or services such as payment gateways, POS software, printers, business management platforms, SMS services, email services, or other platforms, the operation of such services shall be subject to the policies and operational conditions of the respective third-party providers. NOVA AI shall not be liable for any incidents arising from systems or services beyond its reasonable control.
The QR Ordering System service shall be deemed eligible for deployment once the Customer has fulfilled all obligations under the Contract or Quotation, including providing all necessary information and data, and completing the required payment or deposit obligations as agreed.
Upon receipt of all required information and satisfaction of the deployment conditions, NOVA AI shall proceed with:
• Creating the system environment and administrator account.
• Configuring business information, branches, service areas, and table layouts.
• Setting up the digital menu, food categories, pricing, and related information based on the data provided by the Customer.
• Configuring the features included in the registered service package.
• Performing system testing and providing user training before the system goes live.
The Customer is responsible for reviewing all information and data before the system is officially put into operation. NOVA AI shall not be liable for any errors arising from data, images, content, pricing, or other information provided by the Customer.
Where the Customer requests changes to data, configurations, or the implementation scope after the system has been configured, such requests shall be subject to the scope of work, implementation timeline, and any additional fees (if applicable) as mutually agreed upon by the Parties.
The implementation shall be deemed completed when the system has been activated, delivered to the Customer, and fulfills the scope of work agreed upon in the Contract, Quotation, or other relevant transaction documents.
NOVA AI provides the QR Ordering System service in accordance with the scope of services, features, implementation schedule, and other terms agreed upon in the Quotation, Contract, Contract Appendices, or other transaction documents executed between the Parties.
The implementation timeline shall be determined based on the system scale, number of branches, configuration scope, customization requirements (if any), and the Customer's level of cooperation during the implementation process.
To ensure timely and efficient implementation, the Customer shall:
• Provide complete, accurate, and timely information, documents, and data required for system deployment.
• Appoint an authorized representative with sufficient authority to coordinate with NOVA AI throughout the implementation process.
• Prepare all technical infrastructure under the Customer's responsibility, including Internet connection, access devices, printers, POS systems, or other related equipment (if applicable).
• Review and confirm all system configurations before the system is officially put into operation.
Where the Customer delays providing data, delays responding to requests, modifies requirements, or expands the project scope during implementation, the implementation schedule shall be adjusted accordingly to reflect the resulting delay.
Any request beyond the scope of the registered service package or executed Contract shall be evaluated by NOVA AI. Additional implementation shall only be carried out after the Parties have agreed on the scope of work, implementation timeline, and applicable additional fees.
Any request relating to changes in implementation scope, system features, interface design, configurations, data, system integration, number of branches, number of users, or implementation schedule must be documented in writing, by email, or through another legally accepted electronic method and confirmed by both Parties before implementation.
Such changes may result in adjustments to the service scope, implementation timeline, or additional fees. NOVA AI shall notify the Customer accordingly for review and approval prior to implementation.
If the Customer fails to timely provide data, system access, confirmations, administrator accounts, or other necessary implementation requirements, NOVA AI shall be entitled to extend the implementation schedule by a period corresponding to the delay together with a reasonable period required to reallocate implementation resources.
For functions integrated with third-party systems or services, including but not limited to payment gateways, POS software, printers, accounting software, business management platforms, SMS services, email services, or other integrated platforms, implementation shall be subject to the technical compatibility, operational conditions, and policies of the respective third-party providers.
Where such third-party providers modify their APIs, service policies, connection requirements, discontinue services, or introduce changes beyond the reasonable control of NOVA AI, the implementation schedule, available features, or implementation costs may be adjusted after mutual agreement between the Parties.
The Customer shall use the service solely for lawful purposes and in accordance with the service documentation and applicable regulations. The Customer shall not use the QR Ordering System to:
• Conduct any unlawful activities.
• Infringe upon the lawful rights and interests of any organization or individual.
• Distribute malware, malicious software, or perform any activities that may affect the stability, integrity, or security of the system.
• Unauthorized access, modification, interference with, or manipulation of the system source code, databases, configurations, or technical infrastructure.
• Share, lease, transfer, sublicense, or otherwise permit any third party to use the service beyond the licensed scope unless expressly approved in writing by NOVA AI.
NOVA AI reserves the right to suspend or restrict all or part of the service where the Customer's use poses a risk to system security, violates applicable laws, or breaches these Service Provision Conditions. Any such suspension shall be carried out in accordance with Article 7 of these Service Provision Conditions.
The delivery of the QR Ordering System service shall be deemed completed upon the occurrence of any of the following events:
• The Customer signs the Acceptance Certificate or provides written confirmation of acceptance.
• The QR Ordering System has been implemented, configured, and delivered in accordance with the scope of work agreed upon in the Contract, Quotation, or other transaction documents.
• The system has been activated and officially put into operation as confirmed by the Customer through an acceptance report, email, message, or any other legally recognized electronic communication between the Parties.
• The Customer has commenced using the system in its actual business operations without providing any written notice regarding defects or deficiencies within the agreed acceptance scope.
• The Customer fails to provide any comments or objections regarding defects or acceptance criteria within the agreed response period.
The delivery of the service shall not be construed as terminating NOVA AI's obligations relating to technical support, warranty, or maintenance during the applicable support period as stipulated in the Contract or the Service Policy.
Unless otherwise agreed in the Contract or Quotation, the Customer shall inspect the system within three (03) business days from the date of delivery and provide NOVA AI with a consolidated list of any items that do not satisfy the agreed acceptance criteria.
The acceptance feedback shall clearly specify:
• The items requiring modification.
• A description of the defect or issue encountered.
• Supporting images or documentary evidence (if any).
• The level of impact on the operation of the system.
After the above period, if:
• The Customer fails to provide any written response or response through the agreed electronic communication channels; or
• The Customer has officially put the system into commercial operation,
the system shall be deemed accepted, except for latent defects that could not reasonably have been discovered during normal inspection.
Minor defects that do not materially affect the functionality, stability, or core operation of the system shall not constitute valid grounds for rejecting or delaying acceptance. NOVA AI shall remedy such defects within a reasonable period under its technical support schedule.
Following acceptance, NOVA AI shall continue to provide technical support, maintenance, and warranty services in accordance with the applicable service package, Contract, or support policy.
Any request submitted after acceptance falling into one of the following categories shall be treated as a change request and may be subject to additional charges:
• Adding new features.
• Modifying the user interface or operational workflow that has already been accepted.
• Adding branches, service areas, users, or functions beyond the contractual scope.
• Integrating additional third-party software or hardware.
• Data migration or technical services beyond the warranty scope.
NOVA AI shall notify the Customer of the scope of work, implementation timeline, and applicable fees (if any) for review and approval before commencing implementation.
During the service period, the Customer shall be responsible for safeguarding administrator accounts, login credentials, and all system configuration information delivered by NOVA AI. NOVA AI shall not be liable for any incidents resulting from the Customer's unauthorized modification of system configurations, disclosure of administrator credentials, or sharing of administrator accounts with third parties, except where such incidents arise directly from NOVA AI's fault or where otherwise required by applicable law.
NOVA AI reserves the right to refuse service registration requests or suspend the provision of the QR Ordering System service under any of the following circumstances:
• The Customer fails to fulfill its payment obligations under the Contract, Quotation, or other agreements between the Parties.
• The Customer uses the service for purposes inconsistent with these Service Provision Conditions or contrary to NOVA AI's user guidelines.
• The Customer uses the service to conduct unlawful activities, commit fraud, distribute illegal content, or infringe upon the lawful rights and interests of any organization or individual.
• The Customer unlawfully accesses, modifies, copies, or exploits the system, database, or any component owned by NOVA AI without authorization.
• The Customer provides false information, unlawful data, or incomplete documentation that adversely affects the implementation or operation of the service.
• The Customer engages in activities that threaten information security or the stability and integrity of the QR Ordering System.
• Suspension is required by a competent governmental authority or applicable law.
• A force majeure event occurs, including but not limited to natural disasters, fire, war, civil unrest, epidemics, widespread power outages, telecommunications infrastructure failures, data center failures, cyberattacks, or other circumstances beyond the reasonable control of NOVA AI.
During any period of service suspension, the Customer shall remain responsible for fulfilling all financial obligations that have already arisen under the Contract unless otherwise agreed by the Parties or required by applicable law.
Except where immediate action is necessary to ensure system security, protect data, prevent damage, or comply with the requirements of competent governmental authorities, NOVA AI shall notify the Customer of the reason for the suspension and provide the Customer with a reasonable period to remedy the violation or deficiency.
Once the Customer has fulfilled all outstanding obligations or remedied the cause of the suspension, NOVA AI shall consider restoring the service within a reasonable period based on technical procedures and system operating conditions.
Where service restoration requires additional technical work resulting from the Customer's actions or omissions, including but not limited to data recovery, system reconfiguration, service redeployment, or other related technical activities, NOVA AI may charge the corresponding reasonable costs, provided that such charges have been notified to and accepted by the Customer or are otherwise specified in the Contract.
In the event of a force majeure event, the affected Party shall notify the other Party within a reasonable period after becoming aware of the event and shall make reasonable efforts to mitigate any resulting damages.
During the force majeure period:
• The performance period of each Party's obligations shall be extended for the duration of the force majeure event together with a reasonable recovery period.
• NOVA AI shall not be deemed in breach of its service obligations where any delay or interruption is directly caused by the force majeure event.
• The Customer shall remain responsible for paying all fees relating to services already completed or incurred before the occurrence of the force majeure event, unless otherwise agreed by the Parties or required by applicable law.
The suspension of the service under this Article shall not terminate the validity of the Contract or these Service Provision Conditions unless otherwise agreed by the Parties or required by applicable law.
To the maximum extent permitted by applicable law, NOVA AI shall not be liable for any direct or indirect losses or damages arising from any of the following circumstances:
• The Customer uses the service in a manner inconsistent with the user instructions, intended purpose, or these Service Provision Conditions.
• Data, content, images, pricing information, product information, or any other information provided by the Customer is inaccurate, incomplete, or unlawful.
• Failures or disruptions arising from Internet infrastructure, telecommunications networks, hardware, equipment, or information technology systems owned or managed by the Customer or any third party.
• Interruptions, failures, or changes relating to third-party services, including but not limited to payment gateways, POS software, printers, hosting services, cloud computing platforms, SMS services, email services, or other integrated systems beyond NOVA AI's reasonable control.
• The Customer independently modifies system configurations, user permissions, data, administrator accounts, or otherwise interferes with the system without NOVA AI's prior authorization.
• Any loss or damage resulting from the Customer's failure to back up data in accordance with NOVA AI's instructions or the Parties' agreement.
To the maximum extent permitted by applicable law, NOVA AI shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of business opportunities, business interruption, loss of goodwill, or loss of data arising from the use of, or inability to use, the service.
Unless otherwise required by applicable law or expressly agreed in writing by the Parties, NOVA AI's aggregate liability arising out of any claim relating to the same transaction shall not exceed the total service fees actually paid by the Customer for the specific service package giving rise to such claim.
The limitations of liability set forth in this Article shall not apply to liabilities that cannot legally be excluded or limited under applicable law.
The Customer shall take all reasonable measures to mitigate potential losses, including safeguarding administrator accounts, changing passwords periodically, assigning appropriate user permissions, and regularly backing up important data during the use of the service.
All intellectual property rights relating to the QR Ordering System, including but not limited to the software, source code, databases, user interface, algorithms, system architecture, technical documentation, images, icons, trademarks, logos, business processes, technical know-how, and all other intellectual property assets, shall remain the exclusive property of NOVA AI or its lawful licensors.
The Customer's use of the service shall not constitute or imply any transfer of ownership of any intellectual property rights owned by NOVA AI.
Upon full payment of all applicable service fees, the Customer is granted a non-exclusive, non-transferable, non-sublicensable license to use the QR Ordering System solely within the scope, duration, number of user accounts, and intended purposes specified in the applicable Contract, Quotation, or subscribed service package.
The Customer shall not:
• Copy, modify, reverse engineer, decompile, disassemble, translate, or create derivative works from the system or its source code.
• Transfer, lease, lend, sublicense, distribute, or commercially exploit the service without NOVA AI's prior written consent.
• Remove, alter, or obscure any copyright notices, trademarks, or other proprietary rights notices displayed on the system.
The Customer shall retain ownership of all lawful data, images, content, menus, and other materials supplied by the Customer. The Customer hereby grants NOVA AI a limited right to use such materials solely to the extent necessary for implementing, operating, maintaining, and supporting the service.
The collection, storage, processing, and use of Customer data shall be governed by NOVA AI's Privacy Policy and applicable laws and regulations.
NOVA AI shall implement appropriate technical and organizational measures to safeguard Customer information and data. However, no information technology system can guarantee absolute security against all potential risks.
The Customer shall be responsible for:
• Keeping usernames, passwords, and other authentication credentials confidential.
• Properly managing user access permissions within the system.
• Promptly notifying NOVA AI upon discovering any unauthorized access, suspected security breach, or compromise of account credentials.
• Being responsible for all activities conducted through its account, except where such activities result directly from NOVA AI's fault.
Upon termination or expiration of the service, the retention, export, return, or deletion of Customer data shall be carried out in accordance with the applicable Contract, Privacy Policy, or lawful requests from competent governmental authorities.
Each Party shall keep confidential all technical information, business information, customer data, documentation, and other non-public information of the other Party. Such confidential information shall only be used for the purpose of performing the Contract and shall not be disclosed to any third party without prior consent, except where disclosure is required by law or by a competent governmental authority.
NOVA AI reserves the right to terminate or refuse to continue providing the service under any of the following circumstances:
• The Customer commits a material breach of these Service Provision Conditions or the Contract and fails to remedy such breach within seven (07) business days after receiving written notice from NOVA AI.
• Continued provision of the service poses a risk to system security, adversely affects other customers, or would result in a violation of applicable law.
• The Customer uses the service for fraudulent, unlawful, or infringing purposes that violate the lawful rights and interests of any organization or individual.
Upon termination of the service, the Customer shall remain responsible for paying all fees accrued up to the effective termination date. The provisions relating to payment, intellectual property rights, confidentiality, data protection, limitation of liability, and dispute resolution shall survive the termination of the service to the extent required by their nature.
These Service Provision Conditions shall become effective from the date they are published on NOVA AI's official website and shall apply to all transactions relating to the registration and use of the QR Ordering System service, unless otherwise agreed in writing by the Parties.
NOVA AI reserves the right to amend, supplement, or update these Service Provision Conditions from time to time in order to:
• Comply with applicable laws and regulations.
• Reflect changes in business operations.
• Accommodate service upgrades or modifications.
• Enhance system security, information security, or meet other technical requirements.
The latest version shall be published on NOVA AI's official website and shall specify its effective date.
Where any amendment materially affects the Customer's rights or obligations, NOVA AI shall notify the Customer through one or more appropriate communication channels, including email, system notifications, the official website, or other lawful electronic means before such amendment becomes effective, unless otherwise required by applicable law or where immediate implementation is necessary to ensure system security, information security, or compliance with requirements imposed by competent governmental authorities.
Any amendment to these Service Provision Conditions shall apply only to transactions arising after the effective date of such amendment, except where:
• The Parties have otherwise agreed in writing.
• Applicable law requires otherwise.
• The amendment is necessary to enhance security, protect the system, or correct technical errors without reducing the Customer's lawful rights and interests.
For Contracts that remain in effect, the terms and conditions agreed upon therein shall continue to prevail until the Contract expires or is amended by mutual written agreement of the Parties.
NOVA AI reserves the right to retain historical versions of these Service Provision Conditions, records of the Customer's acceptance, and electronic transaction records in accordance with applicable laws for the purposes of handling complaints, resolving disputes, and maintaining transaction records.
In the event of any inconsistency among transaction documents, the following order of priority shall apply:
All transactions between the Customer and NOVA AI shall be governed by and construed in accordance with the laws of the Socialist Republic of Vietnam.
During the performance of the Contract or the use of the service, if any dispute arises, the Parties shall first seek to resolve such dispute through good-faith negotiation and amicable settlement based on cooperation and mutual respect for each other's lawful rights and interests.
If the Parties are unable to reach an amicable settlement, either Party shall have the right to submit the dispute to a competent court in Vietnam or another competent governmental authority in accordance with applicable law.
During the dispute resolution process, obligations that are not subject to the dispute shall continue to be performed by the Parties unless otherwise agreed or required by applicable law.
Nothing in this Article shall limit or exclude any rights granted to consumers under applicable consumer protection laws.
Any notice, request, communication, or correspondence relating to the performance of the service may be made in writing, by email, through the administration system, customer portal, or any other legally recognized electronic communication method. Electronic messages that are created, transmitted, and retained in accordance with applicable laws shall constitute valid evidence in connection with the performance of transactions and the resolution of disputes.