SERVICE Terms & Conditions

General Terms and Conditions of Trading with EPOS Systems

These terms & conditions set out the terms on which you will be bound if you purchase products and/or services from EPOS Systems. Please read these terms & conditions carefully as they will govern our relationship with you. These terms and conditions are based on and reflect a business-to-business transactional relationship.

Parties

EPOS SYSTEMS LIMITED is a company registered in England (company no. 3947067) with its registered address at Unit 3, Acorn business Centre, 250 Carmarthen Road. Swansea. SA1 1HG. (“EPOS Systems”)

You are the customer who has engaged EPOS Systems to purchase Products and/or Services on behalf of the business that you work for (the “Customer”).

Definitions and Interpretation

The definitions and rules of interpretation in this clause apply in this Customer Contract (“Agreement”):

Data Protection Laws: means within the EU the EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the General Data Protection Regulation 2016/679 (GDPR) from 25 May 2018 and laws implementing or supplementing the GDPR (in the United Kingdom by the Data Protection Act 2018), and to the extent applicable, the data protection or privacy laws of any other country. ‘Personal Data’ shall have the meaning defined by the applicable Data Protection Laws;

Device: any single item of Hardware provided by EPOS Systems to the Customer;

Hardware: any hardware provided by EPOS Systems, including without limitation, point of sale terminals, receipt printers, cash drawers and epos peripherals;

Intellectual Property Rights: any patents, copyright, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs (whether registered or unregistered) database rights, topography rights, moral rights, rights in confidential information (including without limitation, know-how and trade secrets) and any other intellectual property rights or industrial property rights, in each case whether registered or unregistered and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world;

Product: any Hardware and/or Software;

Professional Services: means all projects that are scoped out under the name ‘Professional Services’ in an order or Statement of Work;

SAAS Plan(s): means any software-as-a-service plan offered by EPOS Systems;

Services: the services to be provided by EPOS Systems to the Customer under this Agreement, as agreed by the parties in writing. This can include: support, maintenance and installation of the Products;

Software: any point of sale software provided by EPOS Systems for use with the Hardware or any third party hardware;

Statement of Work: a document entered into by the parties which incorporates the terms of this Agreement and provides further specifications for the Services;

Support Plan: the ‘Standard’ support plan or ‘Premium’ support plan for the maintenance and upkeep of the Software, as further detailed in clause 11;

System: the EPOS Systems applications, interfaces and technical systems, including any Software and any related manuals;

Working Days: Monday to Friday (excluding any bank or public holidays in England); and

Working Hours: 8:30am to 5pm GMT on a Working Day.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

The terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding or following those terms.

In the event of conflict between this Agreement and any Statement of Work, the Statement of Work will prevail.

A reference to ‘writing’ or ‘written’ includes faxes and email unless stated otherwise.

Application of this Agreement

This Agreement shall apply to any Products and/or Services provided by EPOS Systems to the Customer (and shall be incorporated into any quotation or order for such Products and/or Services).

Any acceptance of a quotation or placement of an order by the Customer will be treated as an offer to purchase the Products and/or Services from EPOS Systems and EPOS Systems will have the right to reject such offers at any time.

This Agreement shall prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

Choosing a Product and Services from EPOS Systems

EPOS Systems shall provide information about its Products and Services to help inform the Customer’s basis of its purchase and, if requested by the Customer, EPOS Systems may provide a full demo of its Software on a free of charge basis.

Notwithstanding clause 4.1, it is the sole responsibility of the Customer to ensure that the Product(s) and/or Services it is purchasing meet the Customer’s requirements.

Upon the Customer’s request, EPOS Systems will promptly provide a written quotation for any Product(s) and/or Services. This quotation will be a guideline price and does not form the basis of any contract between the Customer and EPOS Systems.

Any advice or recommendation given by EPOS Systems or its representatives to the Customer regarding the Services or the storage, application or use of the Products which is not confirmed in writing by EPOS Systems is followed or acted upon at the Customer’s own risk, and accordingly EPOS Systems shall not be liable for any such advice or recommendation which is not so confirmed in writing.

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, website or other document or information issued by EPOS Systems shall be subject to correction without any liability on the part of EPOS Systems.

The Customer will assume the risk for the Products once they have been delivered to the delivery address specified in the Customer’s order. Risk in the Products will only transfer back to EPOS Systems upon its physical receipt of the Products in the event that they are eligible to be returned in accordance with this Agreement.

Subject to clauses 8 and 9 (where title remains with EPOS Systems at all times), title to any Products ordered by the Customer shall pass to the Customer upon EPOS Systems receiving payment in full for those Products.

Fees

All Product and Service pricing is provided in ‘good faith’ by EPOS Systems. Unless stated otherwise in a quotation, written quotations are valid for 30 days from the date of their issue, however, some offers and discounts are subject to shorter timeframes. Where this is the case, the Customer will be advised by EPOS Systems representatives and/or in EPOS Systems’s sales literature.

The Customer will reimburse EPOS Systems for any travel, subsistence and living expenses reasonably incurred for the performance of the Services, which EPOS Systems shall quote and agree in advance with the Customer where such expenses are reasonably foreseeable. Only if applicable.

All invoices are due and payable by the Customer (or via a finance provider, where applicable) immediately upon receipt of the applicable invoice. The Customer acknowledges that no Products will be dispatched, and no Services will be provided, until payment of the applicable invoice is received by EPOS Systems in cleared funds. Unless otherwise agreed.

All prices EPOS Systems quotes are exclusive of VAT (or such other applicable sales tax in force from time to time). Where VAT is payable by the Customer, this will be added to the invoice in addition to the fees.

Without prejudice to any other right or remedy that EPOS Systems may have, if the Customer fails to pay EPOS Systems by the relevant invoice due date, EPOS Systems may:

charge interest on such sum from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment;

suspend the provision of the Services (including all of the Customer’s access to the Software); and/or

(where either section 8 or 9 applies), the Customer shall hold the Products on a fiduciary basis and EPOS Systems shall be entitled at any time to require the Customer to ‘deliver-up’ the Products to EPOS Systems and, if it fails to do so, the Customer acknowledges and agrees that EPOS Systems may enter the Customer’s premises or any third party premises where the Products are stored and repossess the Products.

The standard service offered by EPOS Systems shall include standard ‘welcome’ setup of the System and remote support (in accordance with the applicable Support Plan). Complimentary implementation training may also be offered and provided by EPOS Systems to the Customer (subject to availability), which will consist of up to 4 hours of training, email and/or live chat support. Any additional Professional Services, further training, on-site support and/or custom work required will be subject to a professional services fee (which will be quoted on application) at the then current EPOS Systems day / hour rates. All Professional Services exclude travel, subsistence and living expenses, which shall be invoiced separately in accordance with clause 5.3.

All postage and packaging fees will be charged to the Customer in addition to the fees for the relevant Products and Services at EPOS Systems’s then current rates.

Customer Responsibilities

The Customer will be responsible for installing the Hardware (unless otherwise agreed in writing with EPOS Systems) and will keep the Hardware in the environmental conditions recommended by EPOS Systems and ensure that the external surfaces, cables and fittings of the Hardware are kept in good, clean condition.

The Customer will ensure that the Hardware is only used by properly trained staff in accordance with EPOS Systems’s instructions from time to time. The Customer will ensure that only personnel authorised by EPOS Systems adjust, modify, configure, maintain, repair, replace or remove any part of the Hardware.

The Customer will maintain adequate records of the use, maintenance and malfunction of the Hardware and will provide EPOS Systems with such information and assistance concerning the Hardware, its application, use, location and environment as EPOS Systems may reasonably require to enable it to carry out the Support Plan.

The Customer will immediately notify EPOS Systems if there is any failure of the Hardware or the System and will allow EPOS Systems full and free access to the Hardware and all documentation, software, materials and services necessary for the provision of the Support Plan. The Customer will ensure that relevant trained and experienced staff are available when required by EPOS Systems to provide EPOS Systems with information required to diagnose and/or repair the issue.

It is the Customer’s sole responsibility to regularly operate and verify a proper back-up routine, maintaining all back-up copies in a secure environment.

The Customer undertakes to put and keep in place adequate security measures and up-to-date firewalls to protect the Hardware, Software and Systems from any viruses, harmful code or unauthorised access. EPOS Systems shall not be responsible for any unauthorised access to the System by means of hacking, any unauthorised access of the Hardware with intent to commit or facilitate the commission of an offence or any unauthorised modification of the Hardware by a third party.

The Customer is responsible for ensuring that their login password to the EPOS Systems’s Systems remains secure and confidential. The Customer should update their password regularly and ‘remember me’ type functions should not be used on publicly available or shared computers.

Internet / Network Requirements

EPOS Systems’s Products require a reliable and robust connection to the internet / local network to take advantage of all of the online features and benefits. It is the Customer’s responsibility to ensure that it has an appropriate internet / local network connection in place prior to installation of the Software and to also ensure that the internet connection is maintained correctly and includes an up-to-date firewall. The recommended internet speeds are a minimum 7Mbps download speed and 0.6Mbps upload speed to support up to four till devices. Larger locations / installations will need higher internet speeds as appropriate to the size of installation and business. This speed requirement does not include any additional internet usage required over and above the EPOS Systems System such as staff or guest networks or other business requirements. Internet speeds and consistencies can be checked by using internet speed test websites or by contacting the applicable internet service provider.

The Customer must provide a separate physical network or a separate V-LAN for EPOS Systems systems. This must not be shared with other devices, particularly those that cause high volume, high congestion or unpredictable network loads including (but not limited to) guest networks and music or video streaming devices.

The Customer is solely responsible for any connection charges, line rental charges and call charges in relation to any Products.

Whilst EPOS Systems representatives may provide advice and an indication of the suitability of the Customer’s internet / local network connection, it remains the Customer’s sole responsibility to ensure it has a suitable internet / local network connection both before and after an order is placed. EPOS Systems is not responsible for any slow responses to its Systems, including where this is caused by the Customer’s poor internet / local network connection.

Provision of Local Area Network (LAN) infrastructure (e.g. cabling, network switches, WAN router) is the responsibility of the Customer and should be appropriate to the size of business and criticality of the operation.

Where the System is to be used over wifi (e.g. tablets/mobile devices):

the Customer is responsible for the setup, configuration and management of both the wifi infrastructure and the Customer devices. This includes ensuring wifi coverage in required areas and ensuring network dropouts due to wifi roaming are minimised; and

the Customer must consider that wifi is not as robust as a wired network and network dropouts can occur due to wifi coverage, access point roaming, tablet sleep modes as well as other environmental factors. This is not unique to EPOS Systems’s Systems and should be considered when selecting a wifi solution.

EPOS Systems Systems are designed to work offline, but where no network connection (LAN or WAN) is available or the network connection is unreliable, some functionality is reduced.

Product Rental

EPOS Systems may offer the ability to rent the Products from EPOS Systems and where this is possible, it will notify the Customer of the rental period, and the applicable fees for that period.

On acceptance of an order, a deposit per point of sale terminal will be taken in addition to the first month’s rental fee. If the rental period is greater than one month, the subsequent payments will be due in one-month intervals, starting from the first date of the rental period.

EPOS Systems will remain the owner of the Products and will retain title in them at all times.

It is the Customer’s responsibility to ensure that the Hardware is maintained and returned in the same condition as it was dispatched (fair wear and tear excepted)

The Customer must arrange the safe return of Hardware within five Working Days of the end of the rental period.

EPOS Systems may offer to collect the Hardware, however, it is the Customer’s responsibility to document the cosmetic condition before the Hardware is collected by EPOS Systems (or EPOS Systems’s third-party courier).

For each day after the five Working Days from the end of the rental period that EPOS Systems has not received the Hardware, EPOS Systems will charge an additional £25 (ex vat) per item.

Upon return of the Hardware, EPOS Systems will inspect the Hardware and compile a report. Based on the report, a full refund of the deposit may be made, less any adjustments. If the Customer is eligible for a return of the deposit, this payment will be made within 14 Working Days of receiving the returned Hardware.

If the Hardware is returned in a damaged condition where the cost of repair or replacement exceeds the value of the deposit, EPOS Systems retains the right to invoice the Customer for an additional sum to cover the damage exceeding the value of the deposit. The Customer must pay this sum within 14 days of the date of the applicable invoice.

If the Hardware is not returned after 28 days after the rental period, EPOS Systems will withhold the entirety of the deposit and invoice the Customer for the remaining value of the Products and any charges outstanding. This must be paid within 14 days of the date of the applicable invoice.

The Hardware rental does not include any ongoing services or consumables (e.g. support, applications or peripheral hardware such as USB scanners), but these are available on request (subject to agreed fees).