Terms and Conditions of Sale

Terms and Conditions of Sale

Identivue Limited (t/a MYPOS Connect) Terms and Conditions of Sale
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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 25^th 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.

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 take into account 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 tocomponents on the delivery schedule at the time of delivery and shall confirmsuch claims in Writing to Supplier within 7 days from the date of delivery. AllGoods are deemed delivered and completed if such notice is not received withinsuch 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.

Liability

30. Supplier shall not in any circumstances whatsoever be liable for indirect or consequential loss including but not limited to loss of revenue or profits, goodwill, business, loss of data or use, and shall have no liability for any claim based upon the combination operation or use of any Goods with equipment, data or programming not supplied by Supplier or based upon a modification of the Goods with equipment, data or programming not supplied by Supplier. The limitations of liability apply to all claims, including those from international customers, to the maximum extent permitted by law.

31.  Clean and surge protected power supply shall be provided to all hardware by Customer. The Customer undertakes to put and keep in place adequate security measures and up-to-date firewalls to protect the Hardware, Software and Systems from any virus harmful code or unauthorised access. Supplier shall not be responsible for any unauthorised access to the System by means of hacking, any unauthorised access of the Hardware with intent to commit or facilitate the commission of an offence or an unauthorised modification of the Hardware by a third party. In addition, the Customer is responsible for ensuring that their login password to the Supplier systems remains secure and confidential. The Customer should update their password regularly and ‘remember me’ type functions should not be used on publicly available or shared computers. Supplier software requires a reliable and robust connection to the internet /local network to take advantage of all of the online features and benefits. It is the Customer responsibility to ensure that it has an appropriate internet / local network connection in place prior to installation of the Software and to also ensure that the internet connection is maintained correctly and includes an up-to-date firewall. The recommended connection speeds are a minimum 8Mbps download speed and 1.0Mbps upload speed to support up to four till devices. Larger locations / installations will need higher internet speeds as appropriate to the size of installation and business. This speed requirement does not include any additional internet usage required over and above the Supplier system such as staff or guest networks or other business requirements. Internet speeds consistencies can be checked by using internet speed test websites or by contacting the applicable internet service provider. The Customer must provide a separate physical network or a separate V-LAN for Supplier systems. This must not be shared with other devices, particularly those that cause high volume, high congestion or unpredictable network loads including (but not limited to) guest networks and music or video streaming devices. The Customer is solely responsible for any connection charges, line rental charges and call charges in relation to any Products. Whilst Supplier representatives may provide advice and an indication of the suitability of the Customer’s internet / local network connection, it remains the Customer’s sole responsibility to ensure it has a suitable internet / local network connection both before and after an order is placed. Supplier is not responsible for any slow responses to its Systems, including where this is caused by the Customer’s poor internet / local network connection. Provision of Local Area Network (LAN)infrastructure (e.g. cabling, network switches, WAN router) is the responsibility of the Customer and should be appropriate to the size of business and criticality of the operation. Where the System is to be used over Wi-Fi (e.g. tablets / mobile devices) the Customer is responsible for the setup, configuration and management both the Wi-Fi infrastructure and the Customer devices. This includes ensuring coverage in required areas and ensuring network dropouts due to Wi-Fi roaming are minimised; and the Customer must consider that Wi-Fi is not as robust as a wired network a network dropout scan occur due to Wi-Fi coverage, access point roaming, tablet sleep modes as well as other environmental factors. This is not unique to Supplier systems and should be considered when selecting a Wi-Fi solution. Supplier systems are designed to work offline, but where no network connection (or WAN) is available or the network connection is unreliable, some functionality is reduced, and performance may be affected. Where Customer devices are used offline for long periods, the Customer must ensure that such devices are regularly (at least every 7 days) connected to the internet to ensure data is synchronised with its servers. All till devices must regularly (at least every 7 days) and perform a till close operation to ensure that the local data store can be archived to the servers.

32. Any action against Supplier must be brought no later than 3 months after the Customer becomes aware that a cause of action has arisen.

Relationship

33.  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

34. 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.

35. 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 35 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;

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

37. If any new Hardware fails within the first sixty(60) days of its original purchase, and failure is covered by the warranty in clause 35 above, then Supplier will replace the device with new Hardware, at Supplier’s expense.

38.  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).

39.  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.

40.  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

c) Relevant supporting materials (e.g., screenshots, system logs, or error messages).

41.  Except in respect of death or personal injury of any person caused by Supplier's negligence and without prejudice to Clauses 30 to 32 Supplier's liability in respect of any defects in or failure of Goods or for the loss or damage attributable there to or to the negligence of its employees in connection with the performance of their duties hereunder, shall be limited to the making good by replacement or repair of such Goods which upon inspection by Supplier appear to be defective and in any event Supplier's maximum aggregate liability arising in respect of the supply of Goods or services shall be limited to the original tax exclusive price for such Goods or services.

Returns and Trade in Offers

42.  All Goods shall be deemed acceptedunless rejected by notice in Writing to Supplier within

7 days of delivery or collection ofthe Goods. Any such notice shall give detailed reasons for such rejection.

43.  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 as the case may be. 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.

44.  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.

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

46.  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.

47.  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.

48.  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

49.  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;

c. Functions that are not present or work differently than other products available in the market;

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 someway;

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;

50. 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.

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

52. 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.

53. 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.

54. 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

55. 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.

56. 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.

Product Changes

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

58. 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.

59. 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

60. 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.

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

62. 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.

Software Licensing

63. (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
64. 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.

65. 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

66. 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.

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

68. 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.

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

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

71. 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.

72. 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.
Force Majeure

73. 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.

74. 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
75. These conditions shall be construed according to the laws of England and the Customer and Supplier submit to the non-exclusive jurisdiction of the English Courts in connection with any dispute or proceedings arising out of any contract incorporating these Conditions.

76. This Agreement and any disputes arising hereunder shall be governed by and construed in accordance with the laws of England. The parties irrevocably submit to the exclusive jurisdiction of the courts of England.

Data Protection

77. General Obligations. Each party will ensure that in the performance of its obligations under this Agreement it will at all times 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.

78. 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.

79. 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.

80. 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 bylaw 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.

81. 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, provided that Supplier shall be entitled to charge a reasonable fee for such assistance.

82. 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, provided that this shall not prevent Supplier from retaining a copy to meet its legal or regulatory obligations.

83. 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.

84. 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.

85. The Customer acknowledges and agrees to the processing by Supplier of all of 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.

86. 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.

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

Indemnity

88. 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;

c. Being inaccurate or incomplete ;and/or

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.

Cloud Database Access, Support and Support Plans Options

89. 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.

90. Supplier offers a number of 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;

91. All Support Plans are contracts for an initial term of 12-months. Where the Customer chooses to pay for the Support Plan on a monthly basis, 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.

92. 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.

93. 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.

94. 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

Support Plan Renewals & Cancellations

95. 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.

96. 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.

97. 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.

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

Miscellaneous

99. 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.

100. 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.

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

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

103. 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.

104. 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.

105. 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.

106. 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.

107. 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 into any commitments for or on behalf of the other party.

108. 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.

109. 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.

110. 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

v2024.12

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