THESE TERMS & CONDITIONS SET OUT THE TERMS ON WHICH YOU WILL BE BOUND IF YOU PURCHASE PRODUCTS AND/OR SERVICES FROM EVERYTHING EPOS. PLEASE READ THESE TERMS & CONDITIONS CAREFULLY AS THEY WILL GOVERN OUR RELATIONSHIP WITH YOU.
1.1 EVERYTHING EPOS LIMITED is a company registered in England (company no. 08734906) with its registered
address at 6 Saint Peters Walk, Droitwich, Worcestershire, WR9 8EU, England (“Everything EPOS”); and
1.2 You are the customer who has Everything EPOS Limited to purchase Products and/or Services on behalf of the
business that you work for (the “Customer”).
2.1 The definitions and rules of interpretation in this clause apply in these Terms & Conditions (“Agreement”):
Data Protection Laws: means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the General Data Protection Regulation 2016/679 (GDPR) from 25 May 2018 and laws implementing or supplementing the GDPR, and to the extent applicable,
the data protection or privacy laws of any other country. ‘Personal Data’ shall have the meaning defined by the applicable Data Protection Laws;
Hardware: any hardware provided by Everything EPOS, including point of sale terminals, receipt printers, cash drawers, CCTV Equpment, EPOS peripherals, Access points and VOIP equipment;
Intellectual Property Rights: any patents, copyright, trade marks, trade names, domain names, rights in get-up, rights in
goodwill or to sue for passing off, rights in designs (whether registered or unregistered) database rights, topography
rights, moral rights, rights in confidential information (including without limitation, know-how and trade secrets) and any
other intellectual property rights or industrial property rights, in each case whether registered or unregistered and
including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent
rights or forms of protection in any part of the world;
Product: any Hardware and/or Software;
Professional Services: means all projects that are scoped out under the name ‘Professional Services’ in an order or Statement of Work;
Return to Base: means that the Customer is required to send any Hardware with a fault or defect back to Everything EPOS’s designated location to undertake testing of the Hardware;
Services: the services to be provided by Everything EPOS to the Customer under this Agreement, as agreed by the parties in writing. This can include: support, maintenance and installation of the Products;
Software: any point of sale software or other solutions such as CCTV software, VOIP solutions or access control
provided by Everything EPOS for use with the Hardware or any third party hardware;
Statement of Work: a document entered into by the parties which incorporates the terms of this Agreement and provides
further specifications for the Services;
Support Plan: the ‘Standard’ support plan or ‘Extended’ support plan or ‘Premium’ support plan for the maintenance and
upkeep of the Software and in the case of ‘Premium’ support plan Hardware, as further detailed in clause 11;
System: the applications supplied by Everything EPOS, interfaces and technical systems, including any Software and
any related manuals;
Working Days: Monday to Friday (excluding any bank or public holidays in England); and
Working Hours: 9am to 5pm GMT on a Working Day.
2.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
2.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2.4 The terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit
the sense of the words preceding or following those terms.
2.5 In the event of conflict between this Agreement and any Statement of Work, the Statement of Work will prevail.
2.6 A reference to ‘writing’ or ‘written’ includes faxes and email unless stated otherwise.
3.1 This Agreement shall apply to any Products and/or Services provided by Everything EPOS to the Customer (and shall be incorporated into any quotation or order for such Products and/or Services).
3.2 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 Everything EPOS and Everything EPOS will have the right to reject such offers at any
3.3 This Agreement shall prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s
purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
3.4 This Agreement incorporates and supplements the Everything EPOS or any Third Party Software End User Licence
Agreement (“EULA”) at Annex A (as updated from time to time). In the event of conflict between the terms of this
Agreement and the EULA, this Agreement shall prevail.
4.1 Everything EPOS shall provide information about its Products and Services to help inform the Customer’s basis of its
purchase and, if requested by the Customer, Everything EPOS may provide a full demo of its Software on a free of
4.2 Notwithstanding clause 4.1, it is the sole responsibility of the Customer to ensure that the Product(s) and/or Services it is
purchasing meet the Customer’s requirements.
4.3 Upon the Customer’s request, Everything EPOS will promptly provide a written quotation for any Product(s) and/or
Services. This quotation will be a guideline price and does not form the basis of any contract between the Customer and
4.4 Any advice or recommendation given by Everything EPOS or its representatives to the Customer regarding the Services
or the storage, application or use of the Products which is not confirmed in writing by Everything EPOS is followed or
acted upon at the Customer’s own risk, and accordingly Everything EPOS shall not be liable for any such advice or
recommendation which is not so confirmed in writing.
4.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer,
invoice, website or other document or information issued by Everything EPOS shall be subject to correction without any
liability on the part of Everything EPOS.
4.6 The Customer will assume the risk for the Products once they have been delivered to the delivery address specified in
the Customer’s order. Risk in the Products will only transfer back to Everything EPOS upon its physical receipt of the
Products in the event that they are eligible to be returned in accordance with this Agreement.
4.7 Subject to clauses 8 and 9 (where title remains with Everything EPOS at all times), title to any Products ordered by the
Customer shall pass to the Customer upon Everything EPOS receiving payment in full for those Products.
5.1 All Product and Service pricing is provided in ‘good faith’ by Everything EPOS. Unless stated otherwise in a quotation,
written quotations are valid for 30 days from the date of their issue, however, some offers and discounts are subject to
shorter timeframes. Where this is the case, the Customer will be advised by Everything EPOS representatives and/or in
Everything EPOS’s sales literature.
5.2 The Customer will reimburse Everything EPOS for any travel, subsistence and living expenses reasonably incurred for
the performance of the Services, which Everything EPOS shall quote and agree in advance with the Customer where
such expenses are reasonably foreseeable.
5.3 All invoices are due and payable by the Customer (or via a finance provider, where applicable) immediately upon receipt
of the applicable invoice. The Customer acknowledges that no Products will be dispatched, and no Services will be
provided, until payment of the applicable invoice is received by Everything EPOS in cleared funds.
5.4 All prices Everything EPOS quotes are exclusive of VAT (or such other applicable sales tax in force from time to time).
Where VAT is payable by the Customer, this will be added to the invoice in addition to the fees.
5.5 Without prejudice to any other right or remedy that Everything EPOS may have, if the Customer fails to pay Everything
EPOS by the relevant invoice due date, Everything EPOS may:
5.5.1 charge interest on such sum from the due date for payment in accordance with the Late Payment of Commercial
Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made,
whether before or after any judgment;
5.5.2 suspend the provision of the Services; and/or
5.5.3 (where either clause 8 or 9 applies), the Customer shall hold the Products on a fiduciary basis and Everything
EPOS shall be entitled at any time to require the Customer to ‘deliver-up’ the Products to Everything EPOS and,
if it fails to do so, the Customer acknowledges and agrees that Everything EPOS may enter the Customer’s
premises or any third party premises where the Products are stored and repossess the Products.
5.4 The standard service offered by Everything EPOS shall include standard ‘welcome’ setup of the System and remote
support (in accordance with the applicable Support Plan). Complimentary implementation training may also be offered
and provided by Everything EPOS 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 Everything
EPOS day / hour rates. All Professional Services exclude travel, subsistence and living expenses, which shall be invoiced
separately in accordance with clause 5.2.
5.5 All postage and packaging fees will be charged to the Customer in addition to the fees for the relevant Products and
Services at Everything EPOS’s then current rates.
6.1 The Customer will be responsible for installing the Hardware (unless otherwise agreed in writing with Everything EPOS)
and will keep the Hardware in the environmental conditions recommended by Everything EPOS and ensure that the
external surfaces, cables and fittings of the Hardware are kept in good, clean condition.
6.2 The Customer will ensure that the Hardware is only used by properly trained staff in accordance with Everything EPOS’s
instructions from time to time. The Customer will ensure that only personnel authorised by Everything EPOS adjust,
modify, configure, maintain, repair, replace or remove any part of the Hardware.
6.3 The Customer will maintain adequate records of the use, maintenance and malfunction of the Hardware and will provide
Everything EPOS with such information and assistance concerning the Hardware, its application, use, location and
environment as Everything EPOS may reasonably require to enable it to carry out the Support Plan.
6.4 The Customer will immediately notify Everything EPOS if there is any failure of the Hardware or the System and will allow
Everything EPOS full and free access to the Hardware and all documentation, software, materials and services
necessary for the provision of the Support Plan. The Customer will ensure that relevant trained and experienced staff are
available when required by Everything EPOS to provide Everything EPOS with information required to diagnose and/or
repair the issue.
6.5 It is the Customer’s sole responsibility to regularly operate and verify a proper back-up routine, maintaining all back-up
copies in a secure environment.
6.6 The Customer undertakes to put and keep in place adequate security measures and up-to-date firewalls to protect the
Hardware, Software and Systems from any viruses, harmful code or unauthorised access. Everything EPOS shall not be
responsible for any unauthorised access to the System by means of hacking, any unauthorised access of the Hardware
with intent to commit or facilitate the commission of an offence or any unauthorised modification of the Hardware by a
6.7 The Customer is responsible for ensuring that their login password to the Everything EPOS 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.
7.1 Everything EPOS’s Products require a reliable and robust connection to the internet / local network to take advantage of
all of the online features and benefits. It is the Customer’s responsibility to ensure that it has an appropriate internet /
local network connection in place prior to installation of the Software and to also ensure that the internet connection is
maintained correctly and includes an up-to-date firewall. The recommended internet speeds are a minimum 5Mbps
download speed and 1Mbps 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 system provided by Everything EPOS such as staff or guest
networks or other business requirements. Internet speeds and consistencies can be checked by using internet speed test
websites or by contacting the applicable internet service provider.
7.2 The Customer must provide a separate physical network or a separate V-LAN for systems provided by Everything EPOS.
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.
7.3 The Customer is solely responsible for any connection charges, line rental charges and call charges in relation to any
7.4 Whilst Everything EPOS 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. Everything EPOS is not responsible for any slow responses
to its Systems, including where this is caused by the Customer’s poor internet / local network connection.
7.5 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.
7.6 Where the System is to be used over wifi (e.g. tablets/mobile devices):
7.6.1 the Customer is responsible for the setup, configuration and management of both the wifi infrastructure and the
Customer devices. This includes ensuring wifi coverage in required areas and ensuring network dropouts due to
wifi roaming are minimised; and
7.6.2 the Customer must consider that wifi is not as robust as a wired network and network dropouts can occur due to
wifi coverage, access point roaming, tablet sleep modes as well as other environmental factors. This is not
unique to Systems provided by Everything EPOS and should be considered when selecting a wifi solution.
7.6.3 where we provide you with managed access points, you are provided a remote login to view and manage these
points and are responsible for their maintenance by way of clause 6 above.
7.7 Systems provided by Everything EPOS are designed to work offline, but where no network connection (LAN or WAN) is
available or the network connection is unreliable, some functionality is reduced.
7.8 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) perform ‘End of Day/Close Till’ operations to ensure that the local data store can be archived to
8.1 Everything EPOS offers a monthly fee subscription option for the provision of the Products, whereby it will supply
Hardware and/or Software solutions without any upfront cost. A Deposit may be required and shall be held on your
behalf. This can be reclaimed upon your successful return of equipment to Everything EPOS’s agreed address. For this
option, fees are charged on a monthly basis with a minimum contract term of 6 months (“Subscription Contract”).
8.2 If the Customer cancels the Subscription Contract within the 6 month term, it must return any Hardware it has received
and pay the remaining balance of the 6 month term. This is calculated by multiplying the number of months outstanding
by the applicable monthly fee.
8.3 After 6 months, the Subscription Contract will automatically become a rolling 12 month contract, with the monthly fee
remaining the same (unless notified to the Customer by Everything EPOS from time to time).
8.4 Either party can terminate the Subscription Contract at any time by providing the other party with at least 30 days’ prior
written notice. For the avoidance of doubt, title to the Products shall not pass to the Customer at any point under the
Subscription Contract option.
9.1 Everything EPOS may offer the ability to rent the Products from Everything EPOS and where this is possible, it will notify
the Customer of the rental period, and the applicable fees for that period.
9.2 On acceptance of an order, a deposit of £250 (excluding VAT) per point of sale terminal will be taken in addition to the
first month’s rental fee. If the rental period is greater than one month, the subsequent payments will be due in one month
intervals, starting from the first date of the rental period.
9.3 Everything EPOS will remain the owner of the Products and will retain title in them at all times.
9.4 It is the Customer’s responsibility to ensure that the Hardware is maintained and returned in the same condition as it was
9.5 The Customer must arrange the safe return of Hardware within five Working Days of the end of the rental period.
9.6 Everything EPOS may offer to collect the Hardware, however, it is the Customer’s responsibility to document the
cosmetic condition before the Hardware is collected by Everything EPOS (or Everything EPOS’s third-party courier).
9.7 For each day after the five Working Days from the end of the rental period that Everything EPOS has not received the
Hardware, Everything EPOS will charge an additional £25 (ex vat) per item.
9.8 Upon return of the Hardware, Everything EPOS will inspect the Hardware and compile a report. Based on the report, a
full refund of the deposit may be made, less any adjustments. If the Customer is eligible for a return of the deposit, this
payment will be made within 14 Working Days of receiving the returned Hardware.
9.9 If the Hardware is returned in a damaged condition where the cost of repair or replacement exceeds the value of the
deposit, Everything EPOS retains the right to invoice the Customer for an additional sum to cover the damage exceeding
the value of the deposit. The Customer must pay this sum within 14 days of the date of the applicable invoice.
9.10 If the Hardware is not returned after 28 days after the rental period, Everything EPOS will withhold the entirety of the
deposit and invoice the Customer for the remaining value of the Products and any charges outstanding. This must be
paid within 14 days of the date of the applicable invoice.
9.11 The Hardware rental does not include any ongoing services or consumables (e.g. support, applications or peripheral
hardware such as USB scanners), but these are available on request (subject to agreed fees).
10.1 Some of our products carry a monthly fee, such as the myepos.online solution. These solutions usually require an upfront
monthly payment by Credit/Debt card or Direct Debit. The customer acknowledges these fee’s and shall be charged for
them separately along with any modules added to such solutions.
10.2 We are able to offer extensions of Support Plans to cater for Weekly backup’s of your software, Other Cloud services
such as VOIP, email hosting, Web Storage, NAS (Network attached Storage). These services will be invoiced in advance
and if not settled within the 14 day period can be cancelled by Everything EPOS without further notice.
10.3 All Monthly/Annual contracts are non-refundable. Upon receipt of an invoice for online products, after 14 days from the
invoice date, this invoice shall be fully payable and no credit / partial credit shall be applied. This is your cooling off
10.4 All online product licence fee’s are non-negotiable and non reundable in the event that this Agreement is terminated.
10.5 All online fee’s shall automatically renew for the same period they were instigated (each a ‘Renewal Period’) unless and
until a party provides the other party with written notice to cancel the Software licence at least 30 days before the start of
the next Renewal Peiod, which shall take effect no earlier than the end of the Initial Term or the end of the then current
Renewal Period. Upon the start of each Renewal Period, the Customer will be charged for the Software licence fees (at
the then current rates) via the original billing method.
10.6 Should any of the online services require upgrading to the Customers platforms to operate, such as Windows Updates,
ICR or myEPOS Software updates, or any other substantiated upgrades required then the customer acknowledges this
may impede service of the online service subscribed until they undertake remedial works.
10.7 The Customer acknowledges and agrees that should the online services subscribed require an update of other software
to perform such as but not limited to Windows updates or indeed Windows releases the costs of deploying these are not
the responsibility of Everything EPOS nor should ongoing failure to implement such changes a reason to terminate any
aspect of this or the online contracts prematurely.
11.1 Everything EPOS offers three optional Support Plans:
11.1.1 Standard Support, which shall include:
22.214.171.124 access to the Everything EPOS team during working hoours
126.96.36.199 remote technical support from Everything EPOS and its call centres
188.8.131.52 remote training of operators and customer staff (Will need booking in advance)
184.108.40.206 Operating system Updates and AntiVirus deployment
220.127.116.11 email support with a 4 Working hour Service Level Agreement
18.104.22.168 Warranty upgrade from ‘Return to Base’ to ‘Swap Out’ pursuant to clause 15
11.1.2 Enhanced Support, which includes the contents of the ‘Standard Support’ plan above and:
22.214.171.124 extended hours from 9AM-10PM Weekdays and 11AM-5PM at Weekends / Public Holidays
126.96.36.199 Priority email support and access to our online ticketing solutions where applicable
188.8.131.52 An allocated point of contact within Everything EPOS
184.108.40.206 An extension of the equipment warranty upto a maximum of an additional 5 Years.
11.1.3 Premium Support, which includes the contents of both ‘Standard’ and ‘Enhanced’ plans above and:
220.127.116.11 Advance replacement of failed equipment, Usually by Next Working Day Courier
18.104.22.168 Further extended Out of Hours Service – Times will be agreed seperately.
22.214.171.124 On Site Engineer visits included – Where we are unable to provide a fix remotely
11.2 The Customer can upgrade to a Support Plan at any time by contacting Everything EPOS. If the Customer is already
part-way into a lower Support Plan contract, this existing contract will be cancelled and replaced by the additional plan.
11.3 Where the Customer has paid for a Standard Support Plan contract and wishes to upgrade to either an Enhanced or
Premium Support Plan, the remaining term of the Standard Support Plan will be discounted from the new Support plan’s
payment on a pro rata basis. The new Support Plan contract shall continue for at least one year from the date of taking
out the upgraded Support Plan.
11.4 All Support Plans are contracts for 12 month periods and are governed by the terms of this Agreement.
11.5 The Customer can choose to either pay the Support Plan annually in advance or on a monthly basis. Where the
Customer chooses to pay for the Support Plan on a monthly basis, it must provide recurring payment details through
direct debit. Payments are due each month, on the same day of the month that the Support Plan was purchased.
11.6 Everything EPOS will attempt to take the payment each month through its payment providers. Where a payment fails,
Everything EPOS will attempt to take the payment again. If a payment continues to fail, Everything EPOS retains the right
to restrict access to the Software or services provided for all of the Customer’s licenses, locations and devices until all
outstanding payments are made in full.
11.7 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.
11.8 Everything EPOS 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.
11.9 If the Customer has a Support Plan but uses third party hardware, Everything EPOS will use reasonable endeavours to
resolve any software compatibility issues, but any hardware maintenance issues will be the Customer’s sole
PLEASE READ THIS EULA CAREFULLY BEFORE USING ANY EVERYTHING EPOS SOFTWARE. BY USING ANY EVERYTHING EPOS SOFTWARE YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT USE THE SOFTWARE.
This EULA is effective until terminated in accordance with the Agreement. The Customer’s rights under this EULA will terminate automatically without notice from Everything Epos if the Customer fails to comply with any term(s) of this EULA. Upon the termination of this EULA the Customer’s Software will be restricted.
The following section applies to any API integrations with the Customer’s web platform or systems.