EPOS systems, online ordering platforms: Preoday ICR Touch

Terms & Conditions

Terms & Conditions

Terms & Conditions

1. GENERAL

(a) In these conditions:

 ‘The Order’ shall mean the Sales Order on page 1 of this document and these Terms & Conditions.

 ‘The Software’ shall mean all integral operational software specified in the Sales Order whether as an update or

otherwise.

 ‘The Hardware’ shall mean all goods and other materials or support materials, other than ‘The Software’ supplied in

terms of this Order and any update thereof.

 ‘The Equipment’ shall mean any combination of ‘The Hardware’ and ‘The Software’ together.

 ‘The Supplier’ shall mean Epos Ready Ltd whose registered office is at Sherwood Business Centre, 616a-618a

Mansfield Rd, Nottingham NG5 2GA. Epos Ready Ltd is also referred to as Epos Ready in this Order.

 ‘The Customer’ shall mean the party identified in the Order as ‘The Customer’.

 ‘Agreement’ means a contractual agreement between the Customer and Epos Ready Ltd incorporating these Terms

and Conditions.

 ‘Support’ and ‘Software Support’ means the provision of Services by Epos Ready Ltd to provide, support and

maintain Software where a support agreement is in place.

(b) The Supplier, by signed Acceptance of the Order agrees:-

(i) to sell to the Customer the Hardware; and

(ii) to furnish the Customer in relation to the Software, with a non-exclusive, non-transferable licence to use the

Software upon the terms herein contained;

(i) to accept delivery of the Equipment;

(ii) to be bound by the terms and conditions specified herein.

2. APPLICATION OF TERMS

(a) These terms and conditions shall supersede any arrangements made or existing between the parties prior to,

simultaneously with or subsequent to conclusion of this Agreement and shall constitute the entire understanding

between the parties hereto. Except as otherwise provided herein, no addition, amendment or modification of these

terms and conditions shall be effective, unless in writing and signed or accepted by two Directors of the Supplier.

(b) The Supplier shall not be bound by the placing of an order by the Customer or the Customer's signed acceptance of

the Order unless or until the Supplier has provided its signed acceptance hereof or delivery of the Equipment has

been effected.

3. PRICES

(a) All prices quoted are in pounds sterling and exclude VAT (unless stated otherwise).

(b) Payments due to Epos Ready Ltd are exclusive any other applicable tax or duty which shall be paid by the Customer

at the rate and in the manner for the time being prescribed by law.

(c) All prices for regular services (e.g. software) assume that these will be paid by Standing Order on the day due. If not

paid in this way this will incur an additional processing charge of up to 10% of the price quoted.

4. PAYMENT

(a) All accounts are payable upon receipt of invoice for any Hardware, Software, Equipment or Support, unless

explicitly stated otherwise on the supporting invoice or Order.

(b) All recurring charges are billed and due on the 1

st of the month prior. Charges will begin on the day of installation.

delivery unless otherwise stated in the Order. And in no circumstances shall the Customer be entitled to make any

deduction or withhold any payments for any reason at all.

(d) If the Customer shall fail to take delivery of any Equipment under this Order within twenty-one (21) days of

notification that it is ready for delivery, the Supplier shall have the right to present its invoice for payment at any time

after the expiry of the said period and payment shall be due thereon as if delivery had been made.

(e) Should the Customer fail to make any payment when due, an administration fee of £20+ VAT will be levied per

week until the amount due has been paid.

(f) Should the Customer fail to make any payment when due, the Supplier shall then have the right by notice in writing to

suspend all further delivery, installation, support or warranty service until the default be made good.

(g) Missed payments can result in the cancellation of the Cloud-based Back Office software and the loss of data within.

This is irrecoverable. Epos Ready takes no responsibility for data loss caused by lack of or late payment.

(h) All Orders are subject to an initial ‘deposit’ or ‘set up cost’ (these terms are used interchangeably and mean the

same thing). This payment covers the time and costs incurred by Epos Ready before installation. In the event that

the Customer does not go ahead with an Order, this payment is non-refundable.

Epos Ready Ltd: Reg Company No 10616470 Sign to accept_________________________________ 3

5. TITLE TO EQUIPMENT AND PASSING OF RISK

(a) Ownership of the Hardware shall not pass to the Customer but shall be retained by the Supplier until full payment for

the Hardware has been received by the Supplier.

(b) Risk of damage to, or loss of, or any other peril in respect of the Equipment shall pass to the Customer at the time of

delivery of the equipment to the Customer or its agent or, if the Customer (or its agent) wrongfully fails to take

delivery of the Equipment, at the time when the Supplier has tendered delivery of the Equipment.

(c) Until such time as ownership has passed to the Customer in accordance with the Order, the Customer shall at all times

hold each item of the Equipment as fiduciary agent and bailee for the Supplier and shall keep the equipment separate

from those of the Customer and properly stored, protected, insured and identified as property of the Supplier.

(d) Prior to the passing of ownership of Equipment to the Customer, the Customer shall not be entitled to re-sell the

Equipment.

(e) The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness of

Equipment which remains the property of the Supplier, but if the Customer does so all monies owing to the Supplier

shall become due and payable (without prejudice to any other right or remedy of the Supplier).

(f) UPDATING

(a) An update requiring only changes to the Software as a result of routine upgrade will be made free of charge for the

first two years after the Order provided always that Support is in force. Where the Customer has purchased

software outright, after two years there is a small charge to upgrade that Software to later versions.

(b) The Supplier shall not be obliged to provide any update of the Software to the Customer in the event of the

Hardware being unsuitable for that purpose, as to which the Supplier shall be the sole judge.

(g) SOFTWARE & SOFTWARE SUPPORT

(a) The Customer hereby accepts a non-exclusive, non-transferable licence to use the Software but that only in

conformity with these terms and conditions and in particular the Customer undertakes not to copy, reproduce,

translate, adapt, vary, tamper with, or modify the Software or any part thereof nor to communicate the same to any

third party without the Supplier's prior written consent.

(b) If taken, Software Support will be available via telephone and email from 9am to 10pm Monday to Sunday including

public holidays (apart from Christmas Day and New Year’s Day), unless agreed otherwise in writing by The Supplier.

Supplier following which the Supplier will provide an accurate estimated time to resolve the issue.

(d) The Supplier may use remote telecommunication access or site visits to resolve the incident at its own discretion.

(e) The Supplier reserves the right to charge a reasonable fee to resolve failures or any other problems resulting from

misuse of Software by the Customer or the failure by the Customer to use Software as described or the failure of the

Customer to carry out system management and housekeeping routines described by The Supplier. This includes

data loss arising from the failure of the Customer to be able to produce back-up data (see 8c and 8d).

(h) DATA, PROGRAMMING & SECURITY

(a) The Supplier accepts no liability or responsibility whatsoever for the data, or accuracy of data, it enters concerning

The Customers business or products, or any data it enters on a customer’s behalf (including but not limited to: menu

items, pricing, VAT, stock, measures, discounts and tax).

(b) Whilst every effort is made to check accuracy, it is up to The Customer to check that all data entered by Epos Ready

is up to date and accurate in every respect, and that this complies with all necessary regulation which might apply to

the Customer – this extends to (but is not limited to) pricing, VAT, menu descriptions, discounts, measures and all

matters relating to tax, revenue and customs.

(c) The Supplier accepts no responsibility or liability arising from any data loss of the Customer however that may occur.

To minimise the risk of data loss, and to aid the Supplier in their ability to support the Customer should this occur,

the Customer agrees to make regular back-ups of the Software database to an external drive, and immediately after

any changes are made to it. The Supplier accepts no responsibility or liability arising from the failure of the Customer

to back up their data successfully.

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

(e) The Customer is responsible for ensuring that their login passwords to any EPOS back office account, Software and

/ or Hardware remains secure and confidential. The Customer should update their passwords regularly and

‘remember me’ type functions should not be used on publicly available or shared computers.

Epos Ready Ltd: Reg Company No 10616470 Sign to accept_________________________________ 4

(i) NETWORKS & INTERNET CONNECTIVITY

(a) The Customer accepts that where Equipment is designed to work over a network, that they will need to install and

maintain that network. The Supplier can accept no responsibility or liability arising from a network, internet

connection or the reliability of that network or connection.

(b) The Customer undertakes to put and keep in place adequate security measures and up-to-date firewalls to protect

the Hardware and Software from viruses, harmful code or unauthorised access. Epos Ready shall not be

responsible for any unauthorised access to the Equipment by means of hacking, or any unauthorised access of the

Equipment with intent to commit or facilitate the commission of an offence or any unauthorised modification of the

Hardware by any third party.

strongly recommends that any Epos Equipment needing network access is given is own dedicated network.

(d) The Customer acknowledges that in installing Equipment which is connected to a network (including but not limited

to printers, EPOS terminals and Chip & Pin units), that this equipment should form part of the Customer’s internet

and network security measures and included in regular security checks, firewall updates and maintenance.

(e) The Supplier accepts no responsibility whatsoever to damage caused via, or as a result of, a Customer’s network

and / or security thereof. The Customer agrees to pro-actively ensure that the install and maintenance of the

Equipment, and any work carried out by Epos Ready, complies with their own network policies, procedures and

standards – including checking and maintaining firewalls and any malware defence the Customer deems necessary

both after installation and regularly thereafter.

(f) The Customer acknowledges that in order to deliver support to them, the Supplier requires the ability to access

Equipment using a remote online means. The Customer agrees to maintain their online connection and to grant

access to enable the Supplier to do this. The Customer accepts that when they fail to do this, the ability of the

Supplier to support them may reduce in quality and / or speed.

(j) EQUIPMENT INSTALLATION

(a) The Supplier takes no responsibility whatsoever for The Customers electrical system or the power sockets to which

the Hardware is plugged in to during install or at any other time. This includes – but is not limited to – the location

and condition of power sockets, the safe use of power extension leads or ‘multi-plugs’, and the need to check that

Equipment using or sharing a power source (for instance via an extension lead shared with other equipment

belonging to the Customer) does not exceed its safe recommended load or use.

(b) It is The Customers responsibly to ensure that the position, make up, condition, power load and all aspects of the

electrical system that The Equipment is connected to is understood, safe and suitable for use by the Equipment -

including the demand for power the Equipment places on it.

but not limited to electricity supply, router, network points, power leads, Ethernet leads and power sockets) is safe in

relation to all current and potential hazards posed by the Customer’s environment – including but not limited to

those posed by water, customer areas and staff work areas.

(d) The Customer accepts that where Equipment is installed by the Supplier, that the Customer is responsible for

satisfying themselves that all aspects of Equipment installation meet with the Customer’s own health and safety

requirements – this includes but is not limited to: power consumption, the distribution of power through any multisocket adapters and extension leads, the positioning of all power leads and the positioning of all Equipment.

(e) The Supplier accepts no responsibility or liability whatsoever for damage caused through the positioning of any

Equipment (including power leads) that it installs.

(f) The Customer is responsible for ensuring sufficient power and internet cabling is in place prior to install, and that

these are both working and positioned according the needs of the Equipment to be installed by the Supplier, and that

they are accessible by the Supplier.

(k) COPYRIGHTS, PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS

(a) The Customer acknowledges that any and all of the trademarks, trade names, copyrights, patents and other

intellectual property rights used or embodied in or in connection with the Equipment, in which the Supplier or the

respective manufacturer, developer or third party has an interest, is and shall remain the sole property of the

Supplier or such manufacturer, developer or third party.

12. CONFIDENTIAL INFORMATION

(a) The Customer hereby acknowledges that all information, data, drawings, specifications, documentation, software

listings, source or object codes and all other materials which the Supplier may have imparted and may from time to

time impart to the Customer relating to the Software or support materials (including technical specifications and

manuals) is proprietary and confidential. The Customer hereby agrees that it shall use the same solely in

accordance with these terms and conditions and that it shall not at any time during or after the expiry or termination

of these terms and conditions disclose the same, whether directly or indirectly, to any other party without the

Supplier's prior written consent. The Customer further agrees that it shall not itself or through any subsidiary, agent

or third party modify, vary, enhance, copy, sell, lease, licence, sub-licence or otherwise deal with the Software or any

part or parts or variations, modifications, copies, releases, versions or enhancements thereof or any supporting

Epos Ready Ltd: Reg Company No 10616470 Sign to accept_________________________________ 5

Software or other materials or have any software or other program written or developed for it based on the Software

or other confidential information supplied to it by the Supplier.

(b) Either party without the prior written consent of the other will not divulge any part of the information referred in

‘Confidentiality’ (a) to any other person except:- their own employees who need to know the same, their auditors,

HM Inspector of Taxes, HM Customs & Excise and any other person or bodies having a right, duty or obligation to

know of their business and then only in pursuance of such right or obligation.

that party divulges all or any part of the Information and shall give the other party all reasonable assistance in

connection with any proceedings which the other party may institute against such person for breach of confidence.

13. WARRANTY

(a) The Supplier warrants to the Customer that the Equipment marketed by the Supplier is believed to be free from

defects of workmanship and materials and the Supplier undertakes, subject to paragraphs (c) and (d) below, to repair

or, at its option, to replace the Equipment (other than rubber parts and/or printing heads and/or consumable items)

found to be defective within 12 months of the date of delivery where such defects are a result of fault materials or

workmanship, unless a different warranty period is specified on the order, in which case that will apply instead.

(b) In the event of any claim presented under this warranty being found on investigation by the Supplier either to be

outside the scope or duration of this warranty or the fault being unconfirmed, then any such claim will be invalid.

abuse, mismanagement of the Equipment or use outside the specific application of the Equipment.

(d) All warranties, unless explicitly stated in writing in a separate notarised document are Return To Base (RTB). RTB

means that for a claim to be made under this warranty the Equipment must be properly packed and returned to the

Supplier by the Customer at the Customers Expense. The Customer shall retain responsibility for the Equipment

during it’s transit to the Supplier and until such time as it is received by the Supplier.

(e) The above warranty is in lieu of and excludes all other expressed or implied warranties whether of merchantability or

fitness for any particular purpose or otherwise. It shall not be assigned without the prior written consent of the

Supplier. Any other warranty must be expressed in writing and signed by both parties before superseding this.

14. LIABILITY

(a) The Supplier shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising in

connection with this agreement, the Equipment or its use, or otherwise, other than by the negligent act or omission

of the Supplier, its sub-contractors or its employees.

(b) Notwithstanding the above, the Supplier hereby expressly excludes liability for all indirect or consequential loss or

damage including but not limited to loss or damage to data or to other equipment or property, (whether or not the

same may be in the Supplier's care, custody or control) or for loss of profit, business, revenue, goodwill, anticipated

savings or any other special loss.

(c) In the event that any limitation or provision contained in this Agreement shall be held to be invalid for any reason or

the Supplier becomes liable for loss or damage that would otherwise have been lawful to exclude, such liability shall

be limited to £200.

(d) The Supplier does not exclude liability for death or personal injury to the extent that the same arises directly from the

negligence of the Supplier, its sub-contractors, or employees.

(e) Any Training provided by the Supplier to the Customer is provided in the spirit of general orientation to the

Equipment, software and hardware and manuals supplied, and under no circumstances over rides these. Epos

Ready Ltd shall not be held liable for damage, issue or loss as a result of the training and / or training advice it

supplies to the Customer at any time. The Customer should always defer to software and hardware training

materials and information provided by the Software designer and Hardware manufacturer about their use.

15. TERMINATION

If the Customer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his/her creditors or if

a receiving order is made against the Customer or if an order is made or resolution is passed for the winding up of the

Customer (other than for the purposes of amalgamation or reconstruction) or if a receiver is appointed for any of the

Customer’s assets or undertaking or if circumstances arise which entitle the court or a creditor to appoint a receiver or

manager or which entitle the curt to make up a winding up order or if the Customer takes or suffers any similar or analogous

action in consequence of debt may without prejudice to any of its other rights stop any Products in transit and/or suspend

further deliveries of Products and Services and/or by notice in writing to the Customer terminate the Agreement.

Epos Ready Ltd: Reg Company No 10616470 Sign to accept_________________________________ 6

16. WAIVER

Failure or neglect by the Supplier to enforce at any time any of the provisions hereof shall not be construed nor shall be

deemed to be a waiver of the Supplier's rights hereunder nor in any way affect the validity of the whole or any part of

this Agreement nor prejudice the Supplier's rights to take subsequent action.

17. FORCE MAJEURE

The Supplier shall not be under any liability to the Customer or to any other party in any way whatsoever for destruction,

damage, delay or any other matters of the nature whatsoever arising out of war, rebellion, civil commotion, strikes, lockouts and industrial disputes; fire, explosion, earthquake, act of God, flood, drought or bad weather; the unavailability of

deliveries, supplies, disks or other media or the requisitioning or other act or order by any government department,

council or other constituted body.

18. GOVERNING LAW

The parties hereby agree that these conditions shall be governed by the Law of England and Wales, and the parties

propagate the non-exclusive jurisdiction of the Courts of the United Kingdom.

19. DATA PROTECTION / GDPR / PRIVACY STATEMENT

Our full privacy statement can be found online at www.eposready.co.uk/privacy

In addition we usually take photos of installs and client sites to share in our marking material, for instance to celebrate

your custom, promote our work, and our work together as supplier and customer. If you do not consent to that, or if you

do not consent to us using your name or images of equipment supplied to you or images of your site (taken by us or in

the public domain) for marketing purposes, please let us know on your Sales Order Acceptance Form (next page).

Epos Ready is the trading name of Epos Ready Ltd.

Epos Ready Ltd is a Company Registered in England & Wales.

Registered Company Number 10616470. VAT No 265068590.