Terms and Conditions of Sale

Identivue Limited (t/a MYPOS Connect) Terms and Conditions of Sale

These Terms and Conditions of Sale set out the terms on which you will be bound if you purchase Goods from Identivue Limited. Please read these Terms and Conditions of Sale carefully as they will govern our relationship with you.

These Terms and Conditions of Sale are based on and reflect a Business-To-Business transactional relationship. This Agreement incorporates and supplements the MYPOS Connect Software End User Licence Agreement (“EULA”) and the MYPOS Connect Software as a Service End User Licence Agreement(“SEULA”). In the event of conflict between the terms of this Agreement and either the EULA and / or SEULA, this Agreement shall prevail. Notwithstanding any other provision in this Agreement, the duration of any Software licence (“SaaS Period”) and / or any Hardware rental period (“HaaS Period”) shall be as agreed by the parties in writing.

DEFINITIONS

1. "Supplier" means Identivue Limited, a company registered in England (Company number 04260598) whose registered address is: Identivue Limited, 41b Beach Road, Littlehampton BN17 5JA, England. The trading address is: Identivue Limited, Unit 4 Quay House, River Road, Arundel, BN18 9DF, England

2. "Customer" means the customer placing an order for Goods with Supplier.

3. "Goods" means all hardware; equipment; software; software development; support and services which are subject to the Customer's order which are to be supplied to the Customer by Supplier under these Terms & Conditions of Sale.

4. “Working Days” means Monday to Friday (excluding any bank or public holidays in England).

5. “Working Hours” means 9am to 5pm GMT on a Working Day.

6. “Extended Hours” means 7am to 7pm GMT seven days a week excluding 25th December.

7. “SaaS Period” means the length of time in days a software licence is permitted for use.

8. “HaaS Period” means the length of time in days hardware is rented for.

9. “Support Plan” means the optional agreement for the maintenance and upkeep of the Software.

10. “Written Orders” means by letter or by email. Email requires a letter or email response from an agent or employee of MYPOS Connect to be confirmed as received.

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

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

ORDERS

13. The Supplier is bound by Written Orders only. Verbal agreements or quotations which are not agreed in writing are not binding to the Supplier. Only goods specified in writing and subsequently accepted inwriting by an authorised officer shall be considered part of the agreement. 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 Supplier will have the right to reject such offers at any time.

14. All orders are accepted subject to the availability of Goods and to these Terms and Conditions of Sale. No Terms or Conditions put forward by the Customer shall be binding on the Supplier.

15. Customer accepts that these Terms and Conditions of Sale and specific details stated on a written order constitute the entire understanding between the parties and supersede any prior promise, representation, undertaking or understanding of any kind.

16. If the Customer requests a change or cancellation of an order, Supplier reserves the right to reject the change or cancellation or accept it and charge 20% of the original order value. Subsequent amendments of the order by Customer shall not exempt Customer from paying for Goods provided or work in hand completed on Customer’s order.

17. No cancellation will be accepted in respect of orders of items not normally stocked by Supplier. Any items are specifically ordered for the Customer and will be held by Supplier at Customer's risk; Customer should insure them accordingly.

17A.1 Each party shall comply with all applicable anti-bribery, anti-corruption, anti-slavery and human trafficking legislation including the Bribery Act 2010 and the Modern Slavery Act 2015.

17A.2 Neither party shall engage in any activity, practice or conduct that would constitute an offence under such legislation.

17A.3 Each party shall maintain reasonable policies, procedures and controls designed to prevent bribery, corruption, slavery and human trafficking within its business operations.

17A.4 A material breach of this clause shall constitute a material breach of this Agreement.

PRICES

18. Unless otherwise agreed in Writing, the Goods shall be sold and invoiced at Suppliers current prices at the date of despatch. Catalogues, web sites and other advertising material are provided for illustrative purposes only.

19. Unless otherwise agreed in writing, prices do not include delivery charges and taxes (if any) and such costs shall be payable by and invoiced to the Customer.

20. All quotations are valid for thirty (30) days from the quotation date, and all quotations and prices are based on details provided by the Customer and do not apply where the Customer alters the details on which such quotations and prices are based. Supplier reserves the right to charge for any omission or additional cost arising from the provision of inaccurate or insufficient information by the Customer and to revise prices to consider increases in any costs of providing the Goods which occurs between the date of quotation and delivery.

21. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, invoice or document or information produced by Supplier shall be subject to correction without any liability on the part of Supplier.

DELIVERY

22. Delivery shall be at the Customer's premises, or if different, the place specified in the Customer's order. Dates and times quoted by Supplier are estimates only and any delay in meeting delivery dates shall not give rise to a right to claim damages. If Supplier misses an estimated delivery date by greater than sixty days, then Customer may cancel order without charge. The Supplier is not liable for delays in delivery caused by third parties, customs, or force majeure events. Delivery timelines are estimates and not guaranteed.

23. The Customer shall note any claim for short delivery and/or damage to components on the delivery schedule at the time of delivery and shall confirm such claims in Writing to Supplier within 7 days from the date of delivery. All Goods are deemed delivered and completed if such notice is not received within such period.

PAYMENT

24. If the Customer is not an account holder approved in Writing by Supplier, all invoices are payable prior to delivery or as stated on written quotation / confirmation of the order. The Customer shall not be entitled to withhold payment of any amount due to Supplier in respect of any claim for damage to Goods or any alleged breach of contract by Supplier, nor shall the Customer be entitled to any right of set-off. Until the Customer has paid all sums owing to Supplier, Supplier may restrict use of hardware and software licenses with a payment authorisation key.

25. Unless otherwise agreed in advance in writing, all outstanding invoices are payable within 30 days of the invoice date. Without prejudice to Supplier's other rights, if the Customer fails to pay any amount on the due date; Supplier shall have the right to cancel any contract made with the Customer and / or to suspend deliveries or remove software licenses or restrict use of hardware and software licenses with a payment authorisation key; Supplier reserves the right to charge interest on a daily basis on overdue amounts at the rate of 8% above the Bank of England Base Rate until payment is made; The Customer shall indemnify Supplier and keep it indemnified in respect of all costs (including legal fees) reasonably incurred in attempting to recover such overdue amounts; The whole of the balance outstanding to Supplier by the Customer on any account whatsoever shall become immediately due and payable.

26. Supplier reserves the right to require the Customer, including account customers, to pay for Goods in advance and to recharge or refuse discount if the Customer fails to maintain credit account arrangements satisfactory to Supplier. Supplier reserves the right to withdraw license to use software supplied by the Supplier to the Customer should Customer fail to maintain credit account arrangements satisfactory to Supplier.

TITLE

27. Supplier shall retain full ownership of and title to all Goods delivered to the Customer or any part thereof unless and until the Customer has paid all sums owing to Supplier. Supplier transfers no title to, or ownership in, goods comprising software (or any other software) to the Customer or any third party but delivers a licence to use the software.

28. The Customer will deliver up, or have delivered up to Supplier, Goods upon demand and Supplier may without limiting any other rights or remedies available to it at law in equity or by statute seize repossess and / or resell Goods at its discretion and in exercise of such rights, Supplier or the Supplier’s nominated agent, may enter any premises in which it reasonably believes from time to time any Goods are located.

29. The Customer shall take all due care, or ensure that all due care is taken, of the Goods and the Customer shall bear the sole liability for insurance of the Goods and shall indemnify Supplier for any loss whatsoever suffered or incurred by Supplier arising out of any failure to insure such Goods. Clean and surge protected power supply shall be provided to all hardware by Customer.

LIMITATION OF LIABILITY, DATA RESPONSIBILITY AND PAYMENT SERVICES RISK ALLOCATION

30. Subject to clauses 35 to 45, Supplier shall not be liable for any loss or damage arising from:

(a) the combination, operation or use of the Goods or Services with equipment, software, systems, data or programming not supplied or approved by Supplier;

(b) modifications made by Customer or any third party without Supplier’s written approval; or

31. SECURITY RESPONSIBILITIES

31.1 Customer shall implement and maintain appropriate administrative, technical and organisational security measures to protect the Hardware, Software, Systems and Customer Data from unauthorised access, misuse, malicious code, loss, corruption or disruption.

31.2 Customer shall:

(a) maintain appropriate and up-to-date firewall protection, endpoint protection and security controls within its own systems and networks;

(b) ensure that all usernames, passwords, authentication credentials and access tokens relating to the Services remain secure and confidential;

(d) not use “remember me” or similar persistent login functionality on shared or publicly accessible devices.

31.3 Supplier shall not be responsible for:

(a) unauthorised access to Customer systems, infrastructure or environments by third parties;

(b) hacking, malicious attacks, malware, ransomware or other cybersecurity incidents occurring within Customer-controlled systems or networks;

(d) any security incident arising from Customer’s failure to maintain appropriate security controls or procedures.

31.4 Customer acknowledges that the security of Customer-operated environments, networks, devices and infrastructure remains Customer’s responsibility unless expressly agreed otherwise in writing.

32. NETWORK AND CONNECTIVITY REQUIREMENTS

32.1 Customer acknowledges that the Software and Services require a stable and reliable internet and/or local network connection in order to operate effectively and access online functionality.

32.2 Customer shall ensure that:

(a) suitable internet and local network connectivity is in place prior to implementation of the Services;

(b) such connectivity is appropriately maintained throughout the term of the Agreement; and

(c) all associated telecommunications, internet access, hosting, line rental and connectivity charges are the responsibility of Customer.

32.3 Supplier may provide guidance regarding recommended connectivity requirements, network configuration or bandwidth capacity; however, Customer remains solely responsible for ensuring that its internet and local network infrastructure is suitable for the intended operational use of the Services.

32.4 Unless otherwise agreed in writing:

(a) recommended minimum connectivity for installations supporting up to four till devices is 8Mbps download speed and 1Mbps upload speed;

(b) larger installations may require higher bandwidth capacity depending on operational requirements and network usage;

(i) a dedicated physical network; or

(ii) a separate VLAN segregated from high-traffic or guest networks.

32.5 Customer acknowledges that:

(a) Wi-Fi environments may be subject to signal degradation, roaming interruptions, environmental interference and device sleep-state interruptions;

(b) wireless connectivity is inherently less stable than wired infrastructure; and

(c) Supplier shall not be responsible for interruptions, latency, reduced functionality or degraded performance caused by Customer network conditions, internet outages or wireless infrastructure limitations.

32.6 Supplier systems may continue to operate with reduced functionality during temporary connectivity interruptions; however, Customer shall ensure that devices are periodically reconnected to the internet to enable synchronisation, software updates and data archiving processes.

33. CUSTOMER INFRASTRUCTURE RESPONSIBILITIES

33.1 Customer shall provide and maintain infrastructure appropriate to the scale, operational requirements and criticality of its business operations, including:

(a) clean and surge-protected power supplies;

(b) local area network (LAN) infrastructure;

(d) internet connectivity;

(e) Wi-Fi infrastructure (where applicable); and

(f) appropriate backup and environmental protections.

33.2 Provision, maintenance, configuration and management of Customer infrastructure, including cabling, WAN routers, network switches, wireless access points and Customer-operated devices, shall remain Customer’s sole responsibility unless expressly agreed otherwise in writing.

33.3 Where the Services are used across wireless or mobile environments, Customer shall be responsible for ensuring:

(a) adequate signal coverage;

(b) suitable roaming configuration;

(d) operational suitability of Customer devices and wireless infrastructure.

33.4 Customer acknowledges that performance of the Services may be adversely affected by:

(a) insufficient bandwidth;

(b) unstable connectivity;

(d) infrastructure misconfiguration;

(e) third-party internet or telecommunications failures; or

(f) Customer device limitations.

33.5 Supplier shall not be liable for any delay, interruption, degradation or failure of the Services arising from Customer infrastructure, telecommunications services, internet connectivity, wireless environments or other systems outside Supplier’s reasonable operational control.

34. No claim arising out of or in connection with this Agreement may be brought against Supplier more than twelve (12) months after the date on which the event giving rise to the claim occurred.

35. Nothing in this Agreement shall limit or exclude either party’s liability for:

(a) fraud or fraudulent misrepresentation;

(b) death or personal injury caused by negligence; or

36. Subject to clause 35, the total aggregate liability of Supplier arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed an amount equal to one hundred percent (100%) of the fees paid or payable by Customer to Supplier under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim.

37. Subject to clause 35, neither party shall be liable to the other for:

(a) any indirect, consequential or special loss;

(b) loss of profit;

(d) loss of anticipated savings;

(e) loss of goodwill;

(f) loss of business opportunity; or

(g) loss, corruption or interruption of data,

whether arising directly or indirectly and even if advised of the possibility of such losses.

38. Customer acknowledges and agrees that:

(a) Customer Data is hosted within Customer-controlled or Customer-designated systems, infrastructure, hosting environments and/or servers unless otherwise expressly agreed in writing;

(b) Supplier does not provide infrastructure hosting, data centre or managed hosting services under this Agreement unless expressly stated in an applicable Order Form or Statement of Work; and

(c) Customer retains responsibility for the operation, configuration, maintenance and security of Customer-controlled systems, infrastructure, networks and hosting environments.

39. Supplier shall not be liable for any loss, corruption, unauthorised access to, alteration of, delay, interruption or unavailability of Customer Data, systems or services to the extent arising from:

(a) Customer systems, infrastructure, networks, hosting environments or servers;

(b) third-party systems, platforms, cloud providers or services not under Supplier’s direct operational control;

(d) any act or omission of Customer, its personnel, contractors, agents or other third parties; or

(e) failures of telecommunications networks, internet services or third-party infrastructure outside Supplier’s reasonable control.

40. Supplier’s obligations relating to information security, cybersecurity and data protection shall apply only to those systems, environments and services directly operated and controlled by Supplier in connection with the Services.

41. Customer acknowledges that the Services may involve embedded payment processing and transaction settlement arrangements. Unless otherwise expressly agreed in writing:

(a) settlement amounts shall be calculated and remitted net of Supplier’s agreed fees, charges and applicable deductions;

(b) Supplier fees deducted from settlement flows shall not be subject to Customer’s standard procurement or accounts payable payment terms;

(c) transaction settlement timing and reconciliation procedures shall operate in accordance with the applicable payment services, settlement or commercial schedule agreed between the parties.

42. Supplier shall not be liable for:

(a) chargebacks;

(b) fraudulent transactions;

(d) scheme penalties or assessments;

(e) acquiring bank actions;

(f) regulatory fines or penalties; or

(g) settlement losses,

except to the extent directly caused by Supplier’s fraud, wilful misconduct, gross negligence, or material breach of this Agreement.

43. Customer shall implement and maintain appropriate security controls, access restrictions, authentication procedures, backup processes and operational safeguards appropriate to the nature of the Customer systems and Customer Data used in connection with the Services.

44. Supplier maintains professional indemnity and cyber liability insurance at levels appropriate to the nature and scale of the Services provided under this Agreement.

45. Third-Party Infrastructure and Network Dependencies. Supplier shall not be liable for any delay, interruption, failure or degradation of the Services arising from failures or unavailability of telecommunications networks, internet service providers, cloud hosting providers, payment schemes, banking infrastructure, third-party platforms or other systems outside Supplier’s reasonable control.

46. Customer acknowledges that no payment processing, fraud detection, security or verification system can guarantee the prevention of fraudulent, unauthorised or unlawful transactions.

Supplier may provide fraud prevention, monitoring, verification or security-related functionality as part of the Services; however:

(a) such functionality is intended to assist risk management only;

(b) Supplier does not warrant or guarantee that all fraudulent or unauthorised activity will be detected, prevented or blocked; and

(c) Customer remains responsible for maintaining appropriate operational, financial and security controls within its business.

Supplier shall not be liable for fraudulent transactions, chargebacks, payment reversals, criminal activity or unauthorised use except to the extent directly caused by Supplier’s fraud or wilful misconduct.

RELATIONSHIP

47. The relationship between the Customer and Supplier shall be as buyer and seller and nothing contained herein shall be deemed to create a partnership, agency or joint venture.

WARRANTY

48. Hardware, software, and services are subject to separate warranties as detailed in the relevant sections below. Hardware warranties cover manufacturing defects and service warranties cover agreed deliverables.

49. The Customer acknowledges that Supplier is not the manufacturer of the Hardware Goods. Supplier warrants that such Hardware will be of good, satisfactory quality and free of any material defects for a period of twelve (12) months from the date of the delivery of the Hardware to the Customer and Supplier's liability shall be limited to such guarantee as it may receive from the manufacturer. The Customer shall ensure that any warranty and maintenance service performed on Goods is performed by a qualified representative authorised by the manufacturer to offer warranty and maintenance on those Goods. The warranties stated in this clause 48 shall not apply to:

(a) any Hardware that has been tampered with, repaired and / or modified by non-authorised personnel;

(b) any Hardware where the warranty seals have been broken or altered;

(c) any damage (accidental or other) to the Hardware that is cosmetic (meaning that damage that does not impact the operation and functioning of the Hardware), including rust, change in colour, texture or finish, wear and tear and gradual deterioration;

(d) any damage to the Hardware caused by war, terrorism, fire, accident, natural disasters, intentional or accidental misuse, abuse, neglect or improper maintenance, use under abnormal conditions, accidental drops, spills, or power surges;

(e) any damage to the Hardware caused by improper installation, connection or malfunction of a peripheral device such as a printer, optical drive, network card, or USB device;

(f) any damage to the Hardware through the Customer’s neglect to protect the Hardware, Software or System from viruses; any damage to the Hardware caused by an external electrical fault or any accident;

(g) fraud, theft unexplained disappearance or wilful acts;

(h) liquid or fluid damage or contamination of any kind;

50. Hardware sold as ‘like new’ will have a warranty period of six (6) months from the date of the delivery of the Product

51. If any new Hardware fails within the first sixty (60) days of its original purchase, and failure is covered by the warranty in clause 48 above, then Supplier will replace the device with new Hardware, at Supplier’s expense.

52. If the Customer believes that the Hardware contains a fault that is covered by the warranties provided herein, the Customer must report the issue to Supplier in writing within the applicable warranty period and, at the Customer’s expense, return the item to Supplier for inspection. Within 28 days of receiving the Hardware in question, Supplier will examine the item and if covered by the warranty, at Supplier’s discretion, Supplier will either replace the Hardware with one of similar performance and capabilities or repair the Hardware. If a device fails outside of the first 60 days of original purchase Supplier retains the right to replace or repair the Hardware with refurbished or remanufactured parts. If Supplier determines that the Hardware is outside of the warranty rights, Supplier will, at the Customer’s request, prepare a quote for repair or replacement of the item in question. The Customer can then choose to pay for the repair or replacement or to have its original Hardware returned to it (at the Customer’s expense).

53. Where Supplier replaces or repairs Hardware under warranty, or as a chargeable out of warranty service, the repaired or replacement Hardware inherits the remaining warranty period from the original Hardware. If the original Hardware has less than 30 calendar days of warranty remaining, the replacement or repaired Hardware will receive a warranty of 30 calendar days.

54. The Software is provided "as is" without warranty of any kind, either express or implied, including without limitation any implied warranties of condition, uninterrupted use, merchantability, fitness for a particular purpose, or non-infringement. The Customer acknowledges that software products are by their nature susceptible to imperfections in operation and no warranty is given in respect thereof. The Supplier warrants that the Software will substantially conform to the Documentation and agreed specifications for a period of three (3) months from the date of installation. To help the Supplier resolve any issues, the Customer must notify the Supplier in writing of any material defects, errors, or bugs ("Defects") identified during the Warranty Period. Such notification must include:

(a) A detailed description of the issue;

(b) Steps to replicate the issue; and

55. Subject to clauses 35 to 45, Supplier’s liability in respect of defective Goods or Services shall, at Supplier’s option, be limited to:

(a) repair;

(b) replacement; or

Except as expressly provided in this Agreement, Supplier shall have no further liability for defects in Goods or Services beyond the liability limitations and exclusions set out in clauses 35 to 45.

RETURNS AND TRADE IN OFFERS

56. All Goods shall be deemed accepted unless rejected by notice in Writing to Supplier within 7 days of delivery or collection of the Goods. Any such notice shall give detailed reasons for such rejection.

57. Any payment, credit or refund following return of such rejected Goods to the Customer shall only be given once the same has been received by Supplier from the manufacturer, Supplier or insurer. A 30% restock fee will be charged for goods returned for refund any time after the 7 days following the original delivery or collection of the Goods by the Customer.

58. Before returning any Goods, which have been rejected in accordance with Clause 23, the Customer shall comply with Supplier's returns procedure and in particular but without limitation shall obtain from Supplier a designated return merchandise authorisation (RMA) number and which shall be affixed by the Customer to the packaging of the Goods to be returned in a prominent position. The issue of an RMA number is solely for administrative purposes and shall not be taken as an admission of any fault and/or liability whatsoever on the part of Supplier in relation to the Goods being returned.

59. No Goods shall be returned without Supplier's prior approval and Supplier reserves the right to repair Goods rather than accept their return.

60. If Supplier has agreed to accept the return of Goods other than for the purpose of carrying out any other repair or replacement, the Goods must be returned in their original packaging and in a clean resalable condition failing which Supplier will refuse to accept the same and the Customer shall remain liable for the price thereof.

61. Where Goods are returned in connection with a trade-in offer from the manufacturer Supplier will accept such Goods as agent for the Customer at the Customer's risk and expense.

62. The Software licence fee is strictly non-refundable. Software sales are excluded from the standard returns policy due to the considerable costs in configuration, personalisation, training and dispatch. The items are strictly non-refundable

63. Supplier will not process a return where any of the following apply:

(a) Customer error or staff training needs, i.e. where the Customer is not understanding or using the System properly;

(b) The Customer not properly researching or qualifying the purchase;

(d) Compatibility with third party items / systems;

(e) Products that have been dispatched, configured, personalised and used;

(f) The Customer shutting down the business or where the Product is surplus to requirements after delivery;

(g) Orders that contain bespoke or custom equipment;

(h) Operational problems that arise from the Customer’s internet connection / local network or other environment problems that are out of Supplier’s control;

(i) The Customer accidentally damaged the Products after delivery;

(j) The Customer or a third party has misused the Products and damaged them;

(k) The Customer or a third party has tried to open or tamper with the Hardware in some way;

(l) The Customer no longer requires the Hardware, and the Customer has personalised it;

(m) The item is not returned in its original packaging;

(n) The Customer has not paid the Software licence fee;

64. The Customer is responsible for the delivery of the Products back to Supplier at the Customer’s expense, and only after the Products have been checked by an engineer of Supplier, will any payment be agreed upon and released. Reasonable return costs (at the cheapest available rate) will be refunded by Supplier where a fault is identified.

65. Refunds will only be made after reasonable endeavours have been made by Supplier to resolve the issue.

66. In the event of a return, refunds, credit notes and exchanges can only be made to the card account or business/person that made the order originally, and these will be processed within 28 days of the item’s return to Supplier.

67. For any payments made through a finance company, Supplier is only able to refund a amounts due via the finance company’s instruction in writing.

68. Any amounts paid for on-site installations, product imports, support payments, postage, module integrations and repair and labour cost are non-refundable.

TERMINATION OF CONTRACT AND CANCELLATION OF SERVICES

69. Supplier shall be entitled to terminate any service, support or supply agreement immediately if Customer fails to pay any outstanding charges or any other charges that are due and where such breach has been notified in writing to the Customer and the Customer has not remedied within ten (10) days of such notification. Supplier may terminate this Agreement with immediate effect if it reasonably believes that the Customer has infringed or will infringe Suppliers rights or the rights of a third party. The Customer’s data stored within the Supplier System shall be available for the Customer to download for a period of 30 days from the effective date of termination. After this period, the Customer’s data shall not be recoverable by or for the Customer and may be deleted by Supplier without warning.

70. Credit Card Pin Pads; ADSL broadband; Web Hosting; Cloud Hosting, Software Support are all billed Monthly and are provided for an initial term. After the initial term, supply of services will continue thereafter on a monthly basis until terminated by either party with thirty days’ notice in writing. A service cancellation charge may be applied for ADSL services where Customer is not transferring to replacement service. Any hardware provided with a monthly service must be returned at customers expense to complete contract termination, monthly fees will continue until such hardware has been received at Supplier location.

71. Upon termination or expiry of the Services, Supplier may provide reasonable transition assistance and data export services subject to:

(a) Customer submitting a written request prior to termination or expiry;

(b) payment of Supplier’s applicable fees and charges for such services;

(d) Customer complying with all outstanding payment obligations.

Unless expressly agreed otherwise in writing:

(i) Supplier is not required to provide bespoke migration, consultancy, transformation or integration services;

(ii) Supplier is not required to support migration to competitor systems;

(iii) data exports shall be provided in Supplier’s standard export formats only; and

(iv) access to the Services may cease immediately upon termination or expiry.

Supplier shall not be liable for any loss arising from Customer’s failure to export, migrate or retrieve Customer Data prior to termination of the Services.

PRODUCT CHANGES

72. Supplier will use its reasonable endeavours to inform the Customer of any alterations made by the manufacturer to the specification of Hardware.

73. Supplier shall be entitled to substitute an alternate product of equivalent functionality at the same price or to cancel any orders for Goods that have been declared ‘end of life' by the manufacturer.

74. Supplier plans, and Customer accepts, that where possible the software owned by the Supplier will be modified for the benefit of all Customers where and if technology allows.

TRADEMARKS, PATENTS AND COPYRIGHTS

75. The Customer recognises the manufacturer's ownership of and title to all trademarks, service marks, trade names, patents, copyright and other intellectual property rights. The Supplier retains all intellectual property rights in the hardware, software, and services provided. Software is licensed, not sold, and may not be reverse engineered, redistributed, or modified.

76. The Customer will take no action to violate, obliterate, remove, alter, conceal or misuse any such marks, trade name or copyright notice.

77. The Customer will promptly notify Supplier if it becomes aware of any infringement of such intellectual property rights by any party and shall provide reasonable assistance to Supplier in connection with any resultant proceedings.

78. Customer acknowledges and agrees that:

(a) Supplier may freely use, implement, modify and incorporate any Feedback into its products and services without restriction or obligation;

(b) all intellectual property rights in any modifications, enhancements, improvements, derivative works or developments arising from such Feedback shall vest exclusively in Supplier; and

(c) no ownership rights or intellectual property rights shall transfer to Customer unless expressly agreed in writing by Supplier.

Nothing in this Agreement shall prevent Supplier from developing, using or providing functionality, features or workflows similar to those contemplated or suggested by Customer feedback, provided Supplier does not disclose Customer Confidential Information.

78A.1 Neither party shall use the other party's name, logos, trademarks or branding in external marketing materials without the prior written consent of the other party.

78A.2 Nothing in this clause shall prevent either party from:

(a) making disclosures required by law;

(b) making disclosures to auditors, insurers, legal advisers, investors or financing providers; or

78B. Any liability of Supplier arising from or relating to intellectual property infringement, alleged infringement, misuse or unauthorised use of intellectual property rights shall remain subject to the limitations and exclusions of liability set out in Clauses 35 to 45.

SOFTWARE LICENSING

79. (a) Supplier shall grant to the Customer only such rights in connection with any Goods that are software and the copyright and other intellectual property rights relating thereto as it shall be licensed to grant pursuant to the terms upon which the owner licenses Supplier thereof. The Customer shall only be entitled to sub-licence such software to its end user Customers using the standard form license supplied by Supplier. Customer may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network.

(b) Customer may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. Customer may not decompile, reverse engineer, disassemble, or otherwise modify in any shape the operating system used to run system without the express prior written authorisation of Supplier.

(c) Customer may not sell, rent, lease, transfer or re-licence the Software. Customer may not modify the Software or create derivative works based upon the Software.

SEVERABILITY

80. If and to the extent that any provision or any part of these Conditions is deemed to be illegal, void or unenforceable for any reason then such provision or part thereof (as the case may be) shall be deemed to be severed from the remaining provisions or parts of the relevant provisions (as the case may be)all of which remaining provisions shall remain in full force and effect.

81. In particular, should any limitation of Supplier's liability contained in these Conditions be held to be illegal, void or unenforceable under any applicable statute or rule of law it shall to that extent only be deemed severed here from, but, if Supplier thereby becomes liable for any loss or damage, such liability shall be subject to all other relevant limitations contained in these Conditions.

CONFIGURATION

82. Supplier will configure and install Goods to the specification provided by the Customer at the time of order at such rates as it notifies to the Customer from time to time.

83. Supplier will use reasonable care and skill in performing such installation / configuration and will perform such services within a reasonable time.

84. In the event Customer changes the specification for such installation, Supplier reserves right to require payment for implementing such changes at rates notified to Customer from time to time.

85. Any implementation dates, deployment schedules, onboarding timelines, project milestones, estimated delivery dates or go-live targets provided by Supplier are estimates only unless expressly stated to be binding in writing.

Supplier shall not be liable for any delay arising from:

(a) Customer delay or failure to perform its obligations;

(b) delayed approvals, decisions or information from Customer;

(d) delays caused by third-party providers, payment processors, acquiring banks or integration partners; or

(e) events outside Supplier’s reasonable operational control.

Any agreed implementation timeline, delivery date or milestone shall be automatically extended by a period reasonably equivalent to any delay caused by Customer or third-party dependency failure.

GENERAL

86. The Customer may not assign or transfer any of its rights, duties and obligations without the written consent of Supplier.

87. No variation to these Conditions shall be binding unless agreed in Writing by an authorised Director of Supplier.

88. No waiver by Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

89. Taxes, including VAT, are calculated based on UK sales law. For international transactions, any applicable taxes, duties, or levies are the responsibility of the customer.

90. In the event of any conflict or inconsistency between the documents forming this Agreement, the following order of precedence shall apply (highest priority first):

(a) any executed Order Form or Statement of Work;

(b) these Terms and Conditions;

(d) any purchase order, onboarding documentation, customer procurement document or other ancillary document.

For the avoidance of doubt, no terms contained in any Customer purchase order, procurement portal, onboarding process, vendor registration process or similar document shall amend, override or supersede these Terms and Conditions, including Supplier’s liability limitations and payment settlement provisions, unless expressly agreed in writing by Supplier.

91. Supplier may update or amend these Terms and Conditions from time to time:

(a) to reflect changes in applicable law, regulation or industry requirements;

(b) to implement security, technical or operational improvements;

(d) for other reasonable commercial or operational reasons.

Supplier shall provide reasonable notice of any material changes. No amendment shall materially reduce the core functionality of the Services or materially increase Customer’s obligations during an agreed fixed subscription term without Customer’s prior agreement.

If Customer reasonably considers a material amendment to have a substantial adverse effect on Customer’s use of the Services, Customer may terminate the affected Services on written notice within thirty (30) days of being notified of the relevant amendment.

92. Customer acknowledges that certain payment processing, acquiring, gateway, banking, settlement and related payment services may be provided by third-party financial institutions, payment processors, acquiring banks, card schemes or regulated entities independent of Supplier.

Supplier does not control and shall not be responsible for:

(a) the availability or performance of third-party payment networks or financial institutions;

(b) delays or failures caused by payment schemes, acquiring banks or banking infrastructure;

(d) interruptions arising from compliance, fraud prevention, anti-money laundering, sanctions screening or regulatory requirements imposed by third-party financial institutions or payment ecosystem participants.

Customer acknowledges that transaction processing and settlement timings may be dependent upon third-party payment ecosystem participants and external banking infrastructure outside Supplier’s reasonable operational control.

93. Customer shall be deemed to have accepted the Goods, Software and Services upon the earliest of:

(a) productive use of the Goods, Software or Services in a live operational environment;

(b) written confirmation of acceptance by Customer; or

(c) five (5) Business Days following delivery, installation or go-live unless Customer has notified Supplier in writing of any material non-conformity preventing substantial operational use.

Minor defects, non-material issues or items not materially affecting operational functionality shall not prevent acceptance.

Following acceptance, the Goods, Software and Services shall be deemed accepted for all contractual purposes, including invoicing, subscription commencement and support services.

94. Supplier may suspend, restrict or disable access to all or part of the Goods, Software or Services immediately upon notice (or without notice where reasonably necessary) where:

(a) Customer fails to pay any undisputed sums when due;

(b) Supplier reasonably suspects fraud, unlawful activity or misuse of the Services

(d) Supplier is required to do so by law, regulation, a payment scheme, acquiring bank or other third-party provider;

(e) Customer breaches any material provision of this Agreement;

(f) Customer’s use of the Services creates a material operational, security or compliance risk; or

(g) any third-party infrastructure, payment service or dependency required for provision of the Services becomes unavailable or restricted.

Supplier shall use reasonable efforts to minimise the impact of any suspension and restore Services as soon as reasonably practicable where the relevant issue has been resolved.

Supplier shall not be liable for any loss, interruption or delay arising from any suspension carried out in accordance with this clause.

95. Customer shall:

(a) provide all information, access, approvals, decisions, assistance and cooperation reasonably required by Supplier to provide the Goods and Services;

(b) ensure that Customer personnel, contractors and third-party providers cooperate with Supplier in a timely manner;

(c) promptly complete all onboarding, configuration, compliance and operational actions required for implementation or use of the Services; and

(d) ensure that all Customer dependencies, infrastructure and third-party services required for operation of the Services are available and properly configured.

Supplier shall not be responsible for any delay, failure, increased cost, reduced functionality or inability to provide the Services to the extent arising from:

(i) Customer delay or failure to perform its obligations;

(ii) inaccurate or incomplete information provided by Customer;

(iii) delays caused by Customer personnel, contractors or third-party providers; or

(iv) Customer infrastructure, connectivity or dependency failures.

Any agreed delivery dates, implementation timelines, service levels or project milestones shall be extended to the extent reasonably necessary to account for any Customer-caused delay or dependency failure.

96. Supplier shall use reasonable skill and care to provide the Services in a commercially reasonable manner; however, Supplier does not warrant that the Services will be uninterrupted, error-free or continuously available at all times.

Customer acknowledges that availability and performance of the Services may be affected by:

(a) scheduled maintenance;

(b) emergency maintenance;

(d) cloud hosting or third-party infrastructure outages;

(e) payment scheme or banking infrastructure interruptions;

(f) Customer systems or connectivity issues; and

(g) other circumstances outside Supplier’s reasonable control.

Supplier may perform scheduled maintenance, updates, upgrades, patches or operational changes from time to time and shall use reasonable efforts to minimise operational disruption.

Temporary interruptions, degraded performance, latency, maintenance windows or third-party service outages shall not constitute a breach of this Agreement provided Supplier acts with reasonable skill and care in the circumstances.

97. Supplier may from time to time make available beta, pilot, evaluation, pre-release or experimental features, functionality, integrations or services (“Beta Services”).

Customer acknowledges that Beta Services:

(a) may be incomplete, modified, unstable or subject to change;

(b) may not operate without interruption or error;

(d) are provided “as is” for evaluation or testing purposes.

Unless expressly agreed otherwise in writing:

(i) Beta Services are excluded from any service levels, warranties or availability commitments;

(ii) Supplier may suspend, modify or withdraw Beta Services at any time without liability; and

(iii) Customer uses Beta Services at its own risk.

Customer should not rely on Beta Services for production-critical operations unless expressly agreed in writing by Supplier.

98. Customer remains solely responsible for:

(a) compliance with all laws, regulations and industry requirements applicable to Customer’s business and use of the Goods and Services;

(b) ensuring that the Goods and Services are suitable for Customer’s intended operational and regulatory requirements;

(c) compliance with tax, accounting, employment, consumer protection, data protection, payment processing, record retention and other legal obligations applicable to Customer’s business operations; and

(d) obtaining any licences, consents, approvals or authorisations required for Customer’s business activities.

Supplier does not provide legal, financial, accounting, tax or regulatory advice and Customer acknowledges that it has not relied upon Supplier for such advice.

Except as expressly stated in this Agreement, Supplier does not warrant that use of the Goods or Services will ensure Customer’s compliance with any specific legal, regulatory or industry obligation.

99. The Goods and Services may interoperate with, connect to or rely upon third-party software, systems, APIs, platforms, payment providers or integrations not controlled by Supplier.

Customer acknowledges that:

(a) third-party integrations and APIs may be modified, suspended, deprecated or withdrawn by the relevant third-party provider at any time;

(b) continued compatibility with third-party systems cannot be guaranteed indefinitely;

(d) additional configuration, development, support or professional services may be required to maintain or restore compatibility following third-party changes.

Supplier shall not be liable for any loss, interruption, incompatibility or reduced functionality arising from:

(i) third-party systems or integrations;

(ii) API changes or deprecations;

(iii) actions or omissions of third-party providers; or

(iv) failures of third-party software, infrastructure or services outside Supplier’s reasonable operational control.

100. Unless expressly agreed in writing by Supplier, the Goods and Services are provided solely in accordance with the specifications, functionality and service scope expressly described in the applicable Order Form, Statement of Work or Service documentation.

Any:

(a) proposal;

(b) demonstration;

(d) roadmap discussion;

(e) sales material;

(f) estimate;

(g) forecast;

(h) implementation discussion; or

(i) statement regarding future functionality,

is provided for informational purposes only and shall not create any binding obligation, warranty or commitment unless expressly incorporated into this Agreement in writing.

Supplier reserves the right to modify, enhance or discontinue non-core functionality provided that such changes do not materially reduce the core operational functionality of the Services during an agreed subscription term.

101. Supplier may use subcontractors, subprocessors, cloud providers, hosting providers, payment processors, third-party service providers and affiliated entities in connection with provision of the Goods and Services.

Supplier may change or replace such providers from time to time in the ordinary course of business provided that Supplier remains responsible for the performance of its material contractual obligations under this Agreement.

Customer acknowledges and agrees that third-party providers may have access to Customer Data solely to the extent reasonably necessary for operation, hosting, support, maintenance, payment processing, security, analytics, communications or related operational services.

Unless expressly agreed otherwise in writing, Supplier shall not be required to obtain Customer consent before appointing or changing ordinary operational subcontractors or service providers.

FORCE MAJEURE

102. Supplier shall not be liable to the Customer on any account whatsoever in the event that Supplier is prevented from fulfilling its obligations hereunder due in whole or in part to an event of Force Majeure which expression shall mean: act of God, fire, flood, storm, power failure, reduction of power supplies, pandemic, cyberattack, supply chain disruption, governmental action, mechanical failure or lack shortage of materials or stock or any circumstance beyond the reasonable control of Supplier; and Supplier or any other party or any action taken by Supplier in connection therewith or in consequence or further thereof. If a force majeure event causes failure to perform obligations for a continuous period of 30 days or more, either party may terminate this Agreement immediately by providing the other party with written notice.

103. In such event Supplier may at its option either suspend performance or cancel the contract in question or so much of it as remains unperformed without liability for any loss without prejudice to Supplier's rights to receive payment of the price of all Goods previously delivered.

LAW

104. This Agreement and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction.

105. Any notice, approval, consent or other communication given under this Agreement may be provided by:

(a) email;

(b) Supplier’s customer portal or support platform;

(d) recorded delivery post.

Customer shall ensure that its contact details, billing contacts and administrative email addresses remain accurate and up to date at all times.

Electronic communications shall be deemed received:

(i) at the time of transmission where sent during normal business hours; or

(ii) at 9:00am on the next Business Day where sent outside normal business hours.

Supplier may rely on communications sent to the most recent contact details provided by Customer.

Operational notices relating to maintenance, security, support, suspension or service availability may be communicated electronically through Supplier’s normal support or operational channels.

DATA PROTRECTION

106. General Obligations. Each party will ensure that in the performance of its obligations under this Agreement it will always comply with all applicable Data Protection Laws and any other applicable privacy laws and regulations. The personal information relating to natural persons is covered by the EU General Data Protection Regulation EU2016/679 for countries in the EEA and The Data Protection Act 2018 within the UK.

107. Data Specification: The Customer must provide Supplier with a document setting out the (a) subject matter and duration of any processing to be undertaken by Supplier; (b) the nature and purpose of the processing; and (c) the type of Personal Data and the categories of data subject relevant to this Agreement.

108. Data Controller. The Customer acknowledges and agrees that it will be the Data Controller under this Agreement and that it will be responsible for adequately addressing the use of cookies and data protection obligations in its end-customer / Customer Terms& Conditions and policies. As Supplier does not have any control over the Customer’s data protection notices, policies and Terms & Conditions, the Customer will indemnify and keep Supplier and its Affiliates indemnified against all losses, costs, and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Supplier arising out of or in connection with any claim in respect of any liability arising whatsoever in respect of the cookies on, or the capture of Personal Data through, the Customer’s website(s); and the consent of data subjects for the exportation of any Personal Data outside of the European Economic Area by Supplier.

109. Data Processor. Supplier agrees that it will be the Data Processor under this Agreement and that it shall: (a)keep all Personal Data it receives, stores and collects from the Customer strictly confidential and not disclose any Personal Data to third parties; (b)not use the Personal Data for any purpose other than to perform its obligations under this Agreement; (c) ensure that all Personal Data it receives, stores and collects from the Customer is processed in accordance with this Agreement or as otherwise instructed in writing from time to time by the Customer and Supplier shall not process the Personal Data for any other purpose, unless required by law to which Supplier is subject, in which case Supplier shall to the extent permitted by law inform the Customer of that legal requirement prior to responding to the request; (d) promptly carry out any written request requiring Supplier to amend, transfer or delete the Personal Data or any part of the Personal Data made by the Customer during this Agreement; and (e) notify the Customer without undue delay or in any case within 48 hours upon Supplier or any sub-processor becoming aware of a breach affecting Personal data and at this time providing to Customer with all sufficient information required to meet any obligation to notify relevant data protection authority or inform affected individuals under applicable Data Protection Laws.

110. Assistance. Supplier agrees to assist the Customer with all subject access requests which may be received from an end-customer in a prompt timeframe (at the Customer’s cost) and ensure that appropriate technical and organisational measures are in place to enable the Customer to meet its obligations to those requesting access to Personal Data held by Supplier. Upon request, Supplier shall provide you with reasonably requested information within a reasonable timeframe to demonstrate its compliance with this clause. Supplier shall assist the Customer in relation to any data impact assessments and/or any prior consultation with the relevant data protection authority, if Supplier shall be entitled to charge a reasonable fee for such assistance.

111. Data Transfers. Supplier may transfer Personal Data to other countries (i) where it is necessary in order to fulfil the terms of any contract which you have with Supplier or (in order to arrange provision of services to you (such as those from a credit card company).However, Supplier will only transfer such data as follows; (a) within the EU/EEA(b) to countries as recognised by the EU as having data-compliant laws through an “adequacy decision” (c ) by “restricted transfer” (d) to other Supplier group entities by use of standard contractual clauses as approved by the European Commission, or (e) by other method approved by the Information Commissioner’s Office (or other regulator) from time to time.63. Return of Data: Upon the termination or expiry of this Agreement for any reason, Supplier shall return all Personal Data to the Customer as requested by the Customer in writing, if this shall not prevent Supplier from retaining a copy to meet its legal or regulatory obligations.

112. Sub-Processors. The Customer hereby agrees that Supplier may appoint any of its sub-contractors as sub-processors without requiring further consent. Such sub-contractors are deemed to be approved under this clause, and the Customer may request a list of such sub-processors from time to time.

113. Safeguards. Taking into account the state of the art, the costs of implementation, and the nature, scope, context and purpose of processing as well as the varying risks to rights and freedoms of natural persons, the parties warrant that for the duration of this Agreement they will implement administrative, technical and physical safeguards sufficient to ensure the security and confidentiality, and protect against the unauthorised or accidental destruction, loss, alteration, use, or disclosure, of Personal Data and other records and information of the end-customers or employees and to protect against anticipated threats or hazards to the integrity of such information and records.

114. The Customer acknowledges and agrees to the processing by Supplier of all the Customer’s transactional and sales data, which may include ‘Personal Data’ (as defined by applicable Data Protection Laws) for all purposes connected with this Agreement.

115. The Customer acknowledges that any data transmitted over the Internet or through any other form of transmission including by telephony or other electronic means cannot be guaranteed to be free from the risk of interception even if transmitted in encrypted form.

116. Supplier cannot guarantee the recovery of Customer data where this is deleted by the Customer (or by Supplier at the Customer’s request).

117. Customer acknowledges that, unless expressly agreed otherwise in writing:

(a) Supplier does not provide archival, long-term retention or permanent backup services;

(b) Customer remains responsible for maintaining its own copies and backups of all business-critical records, reports, transaction data and operational information;

(c) Supplier may apply routine backup, retention, deletion and archival policies in accordance with its operational practices and data retention procedures;

(d) data restoration may not be available where data loss results from Customer systems, Customer actions, prolonged offline operation, third-party failures or circumstances outside Supplier’s reasonable control; and

(e) following termination or expiry of the Services, Supplier may delete Customer Data in accordance with its retention policies unless otherwise required by law or expressly agreed in writing.

Customer is responsible for exporting or retrieving any required Customer Data prior to termination of the Services.

118. Customer grants Supplier a non-exclusive, worldwide, royalty-free licence during the term of this Agreement to host, store, process, transmit, copy, backup, modify and otherwise use Customer Data solely to the extent reasonably necessary to:

(a) provide, operate, maintain and support the Goods and Services;

(b) perform transaction processing, settlement, synchronisation and reporting functions;

(d) improve, monitor, secure and maintain the operational performance of the Services.

Customer warrants that it has all necessary rights, permissions and lawful authority to provide Customer Data to Supplier for the purposes contemplated by this Agreement.

Except as expressly stated in this Agreement, Customer retains all ownership rights in Customer Data.

119. Where Supplier becomes aware of a security incident affecting Supplier-controlled systems used in connection with the Services, Supplier shall use reasonable efforts to:

(a) investigate the incident;

(b) mitigate its effects; and

Any cooperation, information sharing, remediation assistance or investigation support provided by Supplier shall:

(i) be limited to matters within Supplier’s reasonable operational control;

(ii) be subject to applicable confidentiality, security and legal obligations;

(iii) not require Supplier to disclose confidential security information, proprietary information or information relating to other customers; and

(iv) be proportionate to the nature and severity of the incident.

Supplier shall not be required to conduct forensic investigations, third-party audits, custom remediation projects or extensive security reporting except where:

(A) expressly agreed in writing;

(B) legally required; or

119A. Notwithstanding any other provision of this Agreement, all obligations, claims, losses, liabilities, damages, costs and expenses arising from or connected with data protection, privacy, confidentiality, information security, cyber security or personal data processing shall remain subject to the limitations and exclusions of liability set out in Clauses 35 to 45 except where liability cannot lawfully be limited.

INDEMNITY

120. The Customer shall indemnify and keep Supplier and its officers, employees, consultants, agents and sub-contractors indemnified, on demand, against all losses costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Supplier arising out of or in connection with a claim against Supplier in relation to or arising out of the Customer’s actions (including the actions of those granted access by the Customer) including:

(a) The Customer’s content or data on the Supplier System:

(b) Infringing a third party’s Intellectual Property Rights;

(d) Being defamatory, offensive, in breach of privacy or data protection laws or otherwise being in breach of any civil Tort or criminal statute.

(e) Use of the Products in a manner which causes loss, harm or damage to Supplier or to any third party.

121. Customer shall indemnify and keep indemnified Supplier against all losses, liabilities, damages, costs, claims, expenses and third-party demands arising from or in connection with:

(a) Customer’s misuse of the Goods or Services;

(b) Customer’s breach of this Agreement;

(d) Customer Data, including any allegation that Customer Data infringes the rights of any third party;

(e) Customer’s failure to obtain required consents, permissions or lawful authority relating to Customer Data or Customer operations; or

(f) any act or omission of Customer, its personnel, contractors, agents or end users.

This indemnity shall not apply to the extent that any claim or loss directly results from Supplier’s fraud, wilful misconduct or material breach of this Agreement.

CLOUD DATABASE ACCESS, SUPPORT, AND SUPPORT PLAN OPTIONS

122. The standard service offered by Supplier shall include a standard ‘welcome’ set of the System and remote support (in accordance with the applicable Support Plan). Complimentary implementation training may also be offered and provide by Supplier 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 Supplier Day / hour rates. All Professional Services exclude travel, subsistence and living expenses, which shall be invoiced separately.

123. Supplier offers several monthly packages to cover database hosting, software licence fees and software support:

Flex Plan - which shall include: Monthly Software licence fee including cloud hosting; access to the Supplier support team during Working Hours and billed automatically at such rates as it notifies to the Customer from time to time and with a minimum of a one hour billing period; remote technical access from Supplier’s UK call centre; encrypted backup of transaction data;

Essentials Plan - which shall include Monthly Software licence fee including cloud hosting; access to the Supplier support team during Working Hours; remote technical access from Supplier’s UK call centre; encrypted backup of transaction data;

Advanced Plan - which shall include the Essentials Plan plus priority technical support and access to the Supplier support team during Extended Hours;

Enterprise Plan - which shall include the Advanced Plan plus priority technical support and access to the Supplier support team per an individual defined service level agreement;

124. All Support Plans are contracts for an initial term of 12-months. Where the Customer chooses to pay for the Support Plan monthly, it must provide recurring payment details either through direct debit or a credit or debit card. Payments are due each month, on the same day of the month that the Support Plan was purchased. After any initial term has concluded, either party may terminate the Agreement for Cloud Database Access, Support and Support Plans Options for any reason, or no reason, by providing 90 days’ written notice to the other party. Upon termination, the Customer shall cease all use of the Software, and any outstanding fees due up to the termination date shall remain payable.

125. Supplier will attempt to take the payment each month through its payment providers. Where a payment fails, Supplier will attempt to take the payment again. If a payment continues to fail, Supplier retains the right to restrict access to the Supplier Software for all of the Customer’s licenses, locations and devices until all outstanding payments are made in full.

126. If the Customer wishes to cancel its Support Plan part-way through the annual contract, it will be liable to pay a charge calculated by multiplying the number of months remaining on the contract by the monthly payment.

127. Supplier reserves the right to increase the Support Plan fees at any time upon providing the Customer with at least 30 days’ notice in advance. Should the Customer not agree to the Support Plan fees, the Customer may cancel the Support Plan and receive a pro rata refund for any unused proportion of the Support Plan fees after the effective date of termination that have been paid in advance.

128. Unless expressly agreed otherwise in writing, Supplier shall provide standard support services during Supplier’s normal business hours in accordance with Supplier’s applicable support policies.

Standard support services do not include:

(a) bespoke consultancy services;

(b) on-site support;

(d) network, internet or telecommunications troubleshooting outside Supplier-controlled environments;

(e) project management services;

(f) customer staff training beyond standard onboarding; or

(g) support arising from Customer misuse, unauthorised modifications or unsupported configurations.

Supplier reserves the right to charge additional fees at its then-current rates for:

(i) non-standard support;

(ii) excessive or unreasonable support usage;

(iii) out-of-hours assistance;

(iv) bespoke configuration work; or

(v) professional services requested by Customer.

Supplier may implement reasonable fair use controls in relation to support services to protect operational service quality and resource availability.

129. Customer shall not, and shall ensure that its personnel, users and third parties do not:

(a) use the Goods or Services in any unlawful, fraudulent or unauthorised manner;

(b) interfere with, disrupt, damage or compromise the security, integrity or performance of the Goods, Services or Supplier systems;

(d) reverse engineer, decompile, disassemble or attempt to derive source code from the Software except to the extent such restriction cannot lawfully be prohibited;

(e) use automated tools, bots, scraping technologies or excessive system requests in a manner that adversely affects system performance or operational stability;

(f) resell, sublicense, share or make the Services available to unauthorised third parties unless expressly permitted in writing by Supplier;

(g) introduce malicious code, malware, ransomware or harmful material into the Services or Supplier systems; or

(h) use the Goods or Services in a manner inconsistent with Supplier’s documentation, operational guidance or acceptable use requirements.

Supplier may suspend or restrict access to the Services where Supplier reasonably believes Customer has breached this clause.

SUPPORT PLAN RENEWALS AND CANCELLATIONS

130. After one year (and each subsequent year), the Customer’s Support Plan will automatically renew for another year unless the Customer advises Supplier before the renewal date that it does not wish it to renew.

131. The Customer has a 30-day cooling-off period after the automatic renewal date in writing to notify Supplier that it does not wish to continue the Support Plan, Supplier will cancel the Support Plan contract with no penalty to the Customer.

132. To continue to use the Supplier Software after cancellation, the Customer must either pay the annual Support Plan licence fee or sign up to another Support Plan.

133. Supplier may also choose to end the Support Plan contract at any time if Supplier discontinues the Support Plan.

MISCELLANEOUS

134. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

135. It may be necessary for Supplier to update this Agreement and its terms from time to time. If the Customer continues to use Suppliers services after Supplier has informed the Customer of any updated version of this Agreement, the Customer will be deemed to have accepted these changes, and they will be incorporated into this Agreement.

136. The Customer is responsible for informing Supplier of any changes to their contact details.

137. Please note that Supplier may record phone calls that we receive from the Customer for training purposes and quality control.

138. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.

139. The Customer may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of Supplier. Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

140. All notices must be in writing and will be deemed given when mailed by registered or certified mail, return receipt requested, to the other party’s main business address. Serving notice by email or fax will not be accepted as an effective method of providing notice of a claim under this Agreement.

141. No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms. The Customer and Supplier hereby waive their rights (i) to sue before a jury (where applicable); or (ii) to participate in a class action, class-wide arbitration (where applicable), private attorney general action, or any other proceeding in which a party acts in a representative capacity.

142. Nothing in this Agreement is intended to or will be deemed to establish any partnership or joint venture between the parties, or authorise a party to make or enter any commitments for or on behalf of the other party.

143. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make valid, legal and enforceable. If such modification is not possible, the relevant provision part-provision shall be deemed deleted. Any modification to or deletion of a provision part-provision under this clause shall not affect the validity and enforceability of this Agreement.

144. The obligations of confidentiality contained in this Agreement shall survive termination or expiry of this Agreement for a period of five (5) years, or longer where required by applicable law.

Nothing in this Agreement shall prevent Supplier or its personnel from using:

(a) general knowledge;

(b) skills;

(d) techniques; or

(e) know-how,

retained in unaided memory in the course of providing the Goods or Services, provided that Supplier does not disclose Customer Confidential Information in breach of this Agreement.

For the avoidance of doubt, Supplier shall retain ownership of all general methodologies, processes, tools, techniques and operational know-how developed or used in connection with the Services.

145. Customer acknowledges that in entering into this Agreement it has not relied upon, and shall have no remedy in respect of, any statement, representation, assurance, warranty or understanding (whether negligently or innocently made) other than those expressly set out in this Agreement.

Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.

146. No failure or delay by Supplier in exercising any right, remedy or power under this Agreement shall operate as a waiver of that right, remedy or power, nor shall any partial exercise preclude any further exercise of the same or any other right, remedy or power.

Any waiver, consent or approval by Supplier shall only be effective if given in writing and shall apply only in the specific circumstances for which it was provided.

No temporary concession, operational accommodation, support assistance or course of dealing shall modify this Agreement or create any continuing obligation on Supplier unless expressly agreed in writing.

147. This Agreement is governed by the laws of England, and the parties agree to irrevocably submit to the exclusive jurisdiction of the courts of England.

148. MYPOS Connect partners with Adyen N.V. to provide financial services, payment services and banking services (including cross-border services in the EEA). Adyen N.V. (member of the European Central Bank, licensed as Credit Institution by De Nederlandsche Bank) is registered in the Netherlands as company number 34259528. Dutch law defines a bank as a credit institution as referred to in Article 4 of the CRR. The CRR defines a credit institution as an undertaking the business of which is (i) to take deposits or other repayable funds from the public and (ii) to grant credits for its own account.

Identivue Limited (t/a MYPOS Connect) Terms and Conditions of Sale v2026.2

Item added to your cart