Terms and Conditions

• After one year (and each subsequent year), the Customer’s Support Plan will automatically renew for another year unless the Customer advises Everything Epos before the renewal date that it does not wish it to renew.
• The Customer has a 30 day cooling-off period after the automatic renewal date in which to notify Everything Epos that it does not wish to continue the Support Plan, Everything Epos will cancel the Support Plan contract with no penalty to the Customer.
• To continue to use the Everything Epos Software after cancellation, the Customer must either pay the annual Support Plan licence fee or sign up to another Support Plan.
• Everything Epos may also choose to end the Support Plan contract at any time if Everything Epos discontinues the Support Plan.

Delivery of Hardware

• Whilst Everything Epos takes reasonable care to ensure the Hardware packaging prevents any damage to the Hardware in transit, it is the Customer’s responsibility to check the Hardware before it accepts the Hardware at the time of delivery.
• It is the Customer’s responsibility to document, and notify Everything Epos of, any defects in the cosmetic condition of the Hardware within 24 hours of receiving the Hardware.
• Provided clause 13.2 has been complied with, in the rare occasion that the Hardware is faulty or damaged on arrival, Everything Epos will provide the Customer with replacement Hardware.
• Whilst Everything Epos shall use reasonable endeavours to deliver the Hardware by the date specified in the Customer’s order, Everything Epos shall not be liable for the delay in delivery from any cause whatsoever and howsoever arising and time shall not be of the essence for delivery.
• All deliveries must be signed for by the Customer or its authorised representatives. Everything Epos’s third party courier may notify the Customer the timeframe when the Customer should expect the delivery by email and/or text message. It is the responsibility of the Customer to provide Everything Epos with the correct address, email and mobile number to benefit from this Service.
• It is the responsibility of the Customer to have an appropriate and authorised person available to sign for the delivery of the Hardware. Everything Epos is not responsible for any deliveries that cannot be made due to an authorised person not being available to receive the Hardware, or its courier not having access to the delivery location.

Everything Epos Hardware Warranty

• Subject to clause 14.5, in relation to any new Hardware purchased directly from Everything Epos, and that is manufactured by Everything Epos, Everything Epos warrants that such Hardware will be of good, satisfactory quality and free of any material defects for a period of 12 months from the date of the delivery of the Hardware to the Customer.
• Subject to clause 14.5, in relation to any refurbished Hardware purchased directly from Everything Epos, Everything Epos warrants that such Hardware will be of good, satisfactory quality and free of any material defects for a period of 90 days from the date of delivery of the Products, unless it is sold as ‘like new’ where it will have a warranty period of 12 months from the date of the delivery of the Products.
• Each of the 12 month long warranties under clauses 14.1 and 14.2 are “Limited Warranties”.
• The Customer may choose to purchase an “Extended Warranty” within the Limited Warranty period. This Extended Warranty confers the same rights as the Limited Warranty, but shall apply for a period of three years from the date of the original delivery of the Products to the Customer.
• Notwithstanding the above clauses, the warranties stated in this clause 14 shall not apply to:
• any third-party hardware. Third-party hardware is any hardware that is not manufactured by Everything Epos, or any Hardware which is not branded with the Everything Epos name and/or logo;
• any Hardware that has been tampered with, repaired and/or modified by non-authorised personnel;
  any Hardware where the warranty seals have been broken or altered;
• 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;
• 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;
• 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;
• 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;
  fraud, theft unexplained disappearance or wilful acts;
  liquid or fluid damage or contamination of any kind; or
• any damage caused by user error such as malware, uninstallation, other programs, mistreatment or any software problems that are caused by use of anything other than Everything Epos Software.
• 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 Everything Epos in writing within the applicable warranty period and, at the Customer’s expense, return the item to Everything Epos for inspection. Within 28 days of receiving the Hardware in question, Everything Epos will examine the item and if covered by the warranty, at Everything Epos’s discretion, Everything Epos will either replace the Hardware with one of similar performance and capabilities or repair the Hardware. If a device fails outside of the first 30 days of original purchase, Everything Epos retains the right to replace or repair the Hardware with refurbished or remanufactured parts. If Everything Epos determines that the Hardware is outside of the warranty rights, Everything Epos 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).
• Where Everything Epos 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.
• If any new Hardware fails within the first 30 days of its original purchase, and is covered by a warranty, Everything Epos will replace the device with new Hardware, at Everything Epos’s expense.

Swap It service

• If the Customer has purchased a Support Plan, and where the Hardware is covered by a Limited Warranty or Extended Warranty, the Customer is entitled to have its Return to Base warranty upgraded to the Swap It service.
  Make sure we include maximum age of hardware, etc + Costs of returns (postage) etc , drinks and spills, cost of non return etc
  Advance replacement costs, direct Debit requirement, etc
• If the Customer notifies Everything Epos prior to 3.00pm (GMT) on a Working Day of a fault with the Hardware, Everything Epos will arrange for a courier to deliver replacement Hardware (of a similar specification to the original) to be delivered the following Working Day.
• When the courier delivers the replacement Hardware, they will collect the failed Hardware. The courier will not leave the replacement Hardware without taking away the failed Hardware. The courier will allow a maximum of 15 minutes for the replacement to occur. It is not possible to arrange a specific time of day for the replacement to occur.
• If Everything Epos is notified of the need for a Swap It after 3.00pm (GMT) or on a non-Working Day, the replacement Hardware will be delivered within two Working Days’ time.
• The Swap It service is only available for addresses in the UK. For all addresses outside of the UK the Customer must use the Return to Base option.
• The Swap It service is not available on Hardware for which there is no Everything Epos warranty, for example third-party products not manufactured by Everything Epos.
• If Hardware fails outside of the first 30 days of original purchase, Everything Epos retains the right to replace or repair the Product with refurbished or remanufactured parts.
• The Customer, wherever possible, must also provide the serial number of the Hardware to be swapped when requested by an Everything Epos support agent. Failure to do so may result in a refusal of the Swap It case.
• When Hardware is returned to Everything Epos via a Swap It, Everything Epos will inspect the device to ensure that it should be replaced under warranty. Everything Epos only offers the Swap It service to Hardware that is covered by an Everything Epos warranty. Whilst Everything Epos tries to validate the warranty status before agreeing to perform a Swap It, there are occasions where Everything Epos perform a Swap It on Hardware that are not covered by warranty. If it is found to be out of warranty Everything Epos reserves the right to raise an invoice, due immediately, for the Customer to pay the replacement cost.
• Hardware can be out of warranty for many reasons, including (but not limited to):
• the warranty period has expired;
• any of the circumstances of clause 14.5 apply; or
• improper or insufficient cleaning and maintenance.
• If the Hardware returned is found to be in working condition but in a poor and unreasonable state of cleanliness, the Customer will be billed for cleaning the Hardware at a fixed rate per item.

Refunds and return of the Products

• No return or refund will be issued by Everything Epos unless the complaints procedure outlined in clause 17 is followed.
• The Software licence fee is strictly non-refundable.
• Any returned Products should be packed in the original packaging, with all boxes, leads, discs, adaptors and manuals. Everything Epos reserves the right to charge for any damages caused in transit due to poor packaging.
• Everything Epos Systems and Software sales are excluded from the standard returns policy due to the considerable costs in configuration, personalisation, training and dispatch. These items are strictly non-refundable.
• Any money paid to third parties for any modifications made to the Software at the Customer’s request shall also not be refunded to the Customer.
• Everything Epos will not process a return where any of the following apply:
• Customer or staff training needs, i.e. where the Customer is not understanding or using the System properly;
• the Customer not properly researching or qualifying the purchase;
• functions that are not present or work differently than other products available in the market;
• compatibility with third party items/systems;
• Products that have been dispatched, configured, personalised and used;
• the Customer shutting down the business or where the Product is surplus to requirements after delivery;
• orders that contain bespoke or custom equipment;
• operational problems that arise from the Customer’s internet connection / local network or other environment problems that are out of Everything Epos’s control;
• the Customer accidentally damaged the Products after delivery;
• the Customer or a third party has misused the Products and damaged them;
• the Customer or a third party has tried to open or tamper with the Hardware in some way;
• the Customer no longer requires the Hardware and the Customer has personalised it;
• if the item is sold as faulty via Everything Epos’s auctions or clearance;
• if the item is part of a custom or large order;
• the item is not returned in its original packaging;
• the Customer has not paid the annual Software licence fee; or
• the Products are not in ‘as new’ condition upon their purchase by the Customer.
• Everything Epos shall assess the return request by using the following process:
• Everything Epos shall use reasonable endeavours to understand why the Customer feels the Product is ‘unfit for purpose’ and attempt to reasonably resolve any issues when highlighted by the Customer via remote desktop;
• Everything Epos shall attend the Customer’s business premises if the situation cannot be resolved remotely to perform a site survey and on-site training or repair. This may be subject to a charge; and
• once the issue is identified, Everything Epos must be given reasonable time to resolve the issue (and with the Customer’s assistance (where applicable) to do so).
• The Customer is responsible for the delivery of the Products back to Everything Epos at the Customer’s expense, and only after the Products have been checked by an engineer of Everything Epos, will any payment be agreed upon and released. Reasonable return costs (at the cheapest available rate) will be refunded by Everything Epos where a fault is identified.
• Refunds will only be made after reasonable endeavours have been made by Everything Epos to resolve the issue.
• 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 Everything Epos.
• For any payments made through a finance company, Everything Epos is only able to refund any amounts due via the finance company’s instruction in writing.
• Any amounts paid for on-site installations, product imports, support payments, postage, module integrations and repair and labour cost are non-refundable.

Complaints Procedure

• Everything Epos endeavours to ensure that all Customers are satisfied with their purchase, however, where problems arise the Customer commits to following the complaints procedure in this clause.
• If the Customer is not entirely satisfied with the Products and/or Services, its first action should be to contact the Everything Epos support team. Contact details are available at e-epos.com/contact-sales.
• Written complaints If the issue has not been satisfactorily resolved, the Customer should then make a written complaint either by email to team@e-epos.com or by post to: Complaints, Everything Epos, 6 Saint Peters Walk
  Droitwich, Worcestershire
  WR9 8EU.
• Written complaints should include full details of the situation and the nature of the Customer’s complaint. Additionally the Customer should ensure that it provides the best contact details to reach them on.
• Everything Epos will respond to the initial written complaint within two Working Days, confirming that Everything Epos has received the Customer’s complaint and advising the Customer of which Everything Epos manager will be managing the resolution.
• The assigned manager will endeavour to resolve the Customer’s complaint as quickly as possible, working with the Customer to understand all aspects and come up with a proposed resolution where a fault is identified.
• Once the proposed resolution is understood, the assigned manager will write to the Customer documenting the resolution and rationale behind the decision.
• Should the Customer still not be happy with the resolution provided, the Customer should contact the assigned manager and notify them that it wishes to escalate the complaint further. No claim will be valid unless the Customer firstly follows the above process.
• All sales are bound by the terms of this Agreement and Everything Epos asks that the Customer read the full Agreement before raising a complaint. Please note that whilst the Customer’s statutory rights are not affected, this is a business-to-business transaction, and is therefore not governed by consumer law (such as the Consumer Rights Act 2015).
• PLEASE NOTE: Everything Epos does not tolerate any abusive, offensive or inappropriate behaviour or intimidation towards its staff. In the event that the Customer does not treat Everything Epos’s staff in a courteous and professional manner at all times, Everything Epos reserves the right to cease all correspondence with the Customer and provide this as evidence of non-cooperation and bad faith in any subsequent legal proceedings.

Intellectual Property Rights

• All Intellectual Property Rights and all other rights in the Products shall vest and remain vested in Everything Epos.
• The Customer hereby All Customer data (including but not limited to transactional data, sales data, product data and stock data) are owned by the Customer.
• The Customer hereby provides Everything Epos with a non-exclusive, royalty-free, perpetual, irrevocable, transferable, worldwide licence to use the Customer’s transactional data, sales data, product data and stock data that is generated through the Everything Epos System for the enhancement of existing services and the provision of new services for Everything Epos, its customers and partner organisations. For the avoidance of doubt, any personally identifiable information will be anonymised and/or aggregated.
• The Customer acknowledges that it will not acquire any Intellectual Property Rights in the Hardware and that it will have no rights in or to the Intellectual Property Rights in the Software other than as set out in the EULA at Annex A.
• The Customer agrees not to remove deface or cover up any name plates, logos or trade marks appearing on the Products.
• The Intellectual Property Rights in the Products supplied by Everything Epos may be owned by third party suppliers. Where Everything Epos notifies the Customer that this is the case, the Customer acknowledges that its use of rights in third party materials may be governed by, and will be conditional upon, the Customer agreeing to an end-user licence (or sub-licence) of such rights directly with the relevant licensor.
• PLEASE NOTE: The Customer’s historic stock data, which is stored by Everything Epos expressly for use in the Stock History report in the back office, will only be stored for one year and it will be deleted at the end of this period. Everything Epos recommends that the Customer exports this data from the stock history report from time to time to avoid any loss of data.

Liability

• This clause sets out the liability of each party under this Agreement and its Annexes.
• All warranties, conditions and other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.
• Nothing in this Agreement limits or excludes the liability of either party for death or personal injury which results from negligence or for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party.
• Subject to clause 19.3 and excluding any provisions in this Agreement where an indemnity is provided by either party:
• neither party will be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
• each party’s total liability to each other party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this Agreement will be limited to the price paid or payable for the relevant Products and/or Services provided to the Customer by Everything Epos giving rise to such liability.

Confidentiality

• A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain (“Confidential Information”).
• In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:
• to treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party’s obligations under this Agreement;
• not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under this Agreement and provided that such officers, employees, consultants, agents and sub-contractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement); and
• to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.
• Nothing in this Agreement will prevent the Receiving Party from using or disclosing any Confidential Information which:
• is in or comes into the public domain in any way without breach of this Agreement by the Receiving Party or any person or entity to whom it makes disclosure;
• the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;
• the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;
• is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or
• is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.
  This clause 20 shall survive termination of this Agreement, however arising.

Data Protection

• 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.
• Data Specification: The Customer must provide Everything Epos with a document setting out the (a) subject matter and duration of any processing to be undertaken by Everything Epos; (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.
• 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 Everything Epos does not have any control over the Customer’s data protection notices, policies and Terms & Conditions, the Customer will indemnify and keep Everything Epos and its Affiliates indemnified against all losses, costs, and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Everything Epos arising out of or in connection with any claim in respect of: (a) a breach of clause 21.1, 21.2 or 21.3; (b) any liability arising whatsoever in respect of the cookies on, or the capture of Personal Data through, the Customer’s website(s); and (c) the consent of data subjects for the exportation of any Personal Data outside of the European Economic Area by Everything Epos under clause 21.6.
• Data Processor. Everything Epos acknowledges and 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 (pursuant to clause 20 (Confidentiality), 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 Everything Epos shall not process the Personal Data for any other purpose, unless required by law to which Everything Epos is subject, in which case Everything Epos 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 Everything Epos 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 Everything Epos or any sub-processor becoming aware of a breach affecting Personal data and at this time providing the Customer with all sufficient information required to meet any obligation to notify the relevant data protection authority or inform affected individuals under applicable Data Protection Laws.
• Assistance. Everything Epos 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 Everything Epos. Upon request, Everything Epos shall provide you with reasonably requested information within a reasonable timeframe to demonstrate its compliance with this clause 21. Everything Epos shall assist the Customer in relation to any data impact assessments and/or any prior consultation with the relevant data protection authority, provided that Everything Epos shall be entitled to charge a reasonable fee for such assistance.
• Data Transfers. Everything Epos agrees not to transmit any Personal Data to a country or territory outside the European Economic Area without the Customer’s prior written consent, provided that such consent is hereby deemed provided where the Personal Data is subject to an adequate level of protection in accordance with Data Protection Laws.
• Return of Data: Upon the termination or expiry of this Agreement for any reason, Everything Epos shall return all Personal Data to the Customer as requested by the Customer in writing, provided that this shall not prevent Everything Epos from retaining a copy to meet its legal or regulatory obligations.
• Sub-Processors. The Customer hereby agrees that Everything Epos 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.
• 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.
• The Customer acknowledges and agrees to the processing by Everything Epos 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.
• 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.
• Everything Epos cannot guarantee the recovery of Customer data where this is deleted by the Customer (or Everything Epos at the Customer’s request).

Indemnity

• The Customer will indemnify and keep Everything Epos 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 Everything Epos arising out of or in connection with any claim in relation to:
• the Customer’s content or data on the Everything Epos System:
• infringing a third party’s Intellectual Property Rights;
• accuracy or completeness; and/or
• being defamatory, offensive, in breach of privacy or data protection laws or otherwise illegal.
• the use of the Products in a manner which causes loss, harm or damage to Everything Epos or any third party by the Customer or any third party.

Termination

• Unless stated otherwise herein, no cancellation or variation of an order by the Customer shall be effective unless it is made in writing and accepted in writing by an authorised officer of Everything Epos. Everything Epos reserves the right to refuse to accept such cancellation or variations or to accept cancellation or variation only subject to such conditions as it considers are warranted according to the circumstances.
• Without limiting any other rights or remedies, either party (“Terminating Party”) may terminate this Agreement with immediate effect by providing written notice to the other party (“Defaulting Party”) on or at any time after the occurrence of any of the events specified below:
• a breach by the Defaulting Party of its obligations under this Agreement which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 14 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so; or
• an event, including (or similar in nature to) the following:
• the Defaulting Party is unable to pay its debts as they fall due;
• the Defaulting Party goes into liquidation either compulsorily (except for the purpose of reconstruction or amalgamation) or voluntarily;
• a receiver is appointed in respect of the whole or any part of the Defaulting Party;
• a provisional liquidator is appointed to the Defaulting Party or the Defaulting Party enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors or has a winding-up order or passes a resolution for the voluntary winding-up or has an administrative receiver appointed or takes steps towards any such event; or
• the Defaulting Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
• Everything Epos may terminate this Agreement with immediate effect if it reasonably believes that the Customer has infringed or will infringe Everything Epos’s rights or the rights of a third party.
• If this Agreement terminates for any reason, notwithstanding any other provision, Everything Epos shall have no obligation to refund the Customer and all charges payable by the Customer to Everything Epos under this Agreement will become due and payable immediately. This clause is without prejudice to any right by Everything Epos to claim for interest or any other right under this Agreement.
• The Customer’s data stored within the Everything Epos 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 Everything Epos.
• Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

Force Majeure

• Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances which could not reasonably be contemplated at the time of entering into this Agreement and which are beyond the parties’ reasonable control (including, without limitation, an act of God, strikes, lock-outs or other industrial disputes (involving the workforce of Everything Epos), failure of a utility service or transport network, war, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers or sub-contractors). If a force majeure event continues for a period of 30 days or more, either party may terminate this Agreement immediately by providing the other party with written notice.

Audit

• During the term of this Agreement and for a period of two years following its termination, upon reasonable notice to the Customer, Everything Epos will have the right to audit all usage of the Software by the Customer either remotely or at the Customer’s premises, provided that the Customer will not be required to submit to such audit more than twice in any calendar year. The Customer will provide Everything Epos (and its auditors and other advisers) with all reasonable co-operation, access and assistance in relation to each audit. The parties will bear their own costs and expenses incurred in respect of compliance with their obligations under this clause 25.1, unless the audit identifies a material default by the Customer, in which case the Customer will reimburse Everything Epos for all of its reasonable costs incurred in the course of the audit.
• If an audit identifies that the Customer is in breach of this Agreement, without prejudice to Everything Epos’s other rights and remedies, the Customer will promptly take the necessary steps to comply with its obligations (including making an additional payment for any use of the Software outside of the agreed licence scope at Everything Epos’s then current rates).

Miscellaneous

• 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.
• It may be necessary for Everything Epos to update this Agreement and its terms from time to time. If the Customer continues to use Everything Epos’s services after Everything Epos 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.
• Subject to clause 26.2, no variation of this Agreement will be effective unless it is in writing and signed by both parties.
• The Customer is responsible for informing Everything Epos of any changes to their contact details.
• Please note that Everything Epos may record phone calls that we receive from the Customer for training purposes.
• 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.
• 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 Everything Epos. Everything Epos 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.
• 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.
• 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 Everything Epos 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.
• Nothing in this Agreement is intended to, or will be deemed to establish any partnership or joint venture between the parties, make a party the agent of the other party or authorise a party to make or enter into any commitments for or on behalf of the other party.
• 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 it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
• This Agreement is governed by English law and the parties agree to irrevocably submit to the exclusive jurisdiction of the English courts.

ANNEX A: Everything Epos Software End User License Agreement (“EULA”)

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.

Application of this EULA

• This EULA incorporates and supplements the Everything Epos Terms & Conditions (General Terms and Conditions of Trading with Everything Epos) (“Agreement”) as updated from time to time. In the event of conflict between the terms of this EULA and the Everything Epos Terms & Conditions, the Everything Epos Terms & Conditions will prevail.

General Use

• The Software, Systems, interfaces, content, fonts, documentation and any data that is provided by Everything Epos to the Customer under its Software licence (as may be updated or replaced by Software updates or System restore software provided by Everything Epos whether in read only memory, on any other media or in any other form) are licensed to the Customer (for the number of licences purchased only) on a non-exclusive, revocable, non-transferable basis for the Customer to make reasonable use of the Everything Epos System under the terms of this Agreement and not for any other purpose.
• Everything Epos retains ownership of the Software and reserves all rights not expressly granted to the Customer.
• Everything Epos, at its discretion, may make available future updates to the Software for the Customer’s Epos System.
• The Customer shall carry out regular back-ups to removable media stored separately from the supported items and carry out other normal system housekeeping routines (disc defragging etc). Everything Epos shall not be liable for any loss or damage sustained or incurred by the Customer or any third party through loss or corruption of data resulting from any maintenance activity by Everything Epos required or performed under this Agreement. Everything Epos will use reasonable endeavours rectify any such loss of data or programs, but reserves the right to charge for such services.
• The Customer remains solely responsible for implementing adequate and industry standard virus protection measures to all parts of the Everything Epos System.
• Any additional software which is downloaded by the Customer, which is not already pre-installed on the System, is solely done at the Customer’s risk.
• The Customer is responsible for keeping the Software up-to-date and must accept automatic updates to the Software at all times. The Customer is responsible for keeping the operating system up-to-date with available patches and upgrades at all times.
• From time to time Everything Epos will deprecate older operating system versions, supporting Software or Hardware minimum specifications. Everything Epos will use reasonable endeavours to give 60 days’ notice in such circumstances and after this period the Customer must move away from any such deprecated Hardware, Software and/or operating systems at the Customer’s expense.

Permitted Software licence uses and restrictions

• Each Software licence allows the Customer to use the Software on the specific point of sale terminals requested by the Customer at the point of purchase.
• Each licence does not allow the Software to exist on more than one point of sale terminal, and the Customer must not make the Software available over a network where it could be used by multiple devices or multiple computers at the same time, unless otherwise agreed in writing by Everything Epos.
• This EULA does not grant the Customer any rights to use Everything Epos proprietary interfaces or any other Intellectual Property Rights in the design, development, manufacture, licensing or distribution of third party devices and accessories for use with the Everything Epos System. Except as and only to the extent expressly permitted in this EULA or by applicable law, the Customer must not copy, decompile, reverse engineer, disassemble, and attempt to derive the source code of, decrypt, modify, or create derivative works of the Software (or any updates), the Everything Epos Systems, or any part thereof. Any attempt to do so is a violation of the rights of Everything Epos. If the Customer breaches this restriction, it may be subject to prosecution and damages.
• The Customer may not rent, lease, lend, charge, redistribute or sub-license the Everything Epos Software or Software updates.

Termination

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.

API TERMS OF USE

• Licensed Uses and Restrictions.
  
• “API” means the software set of functions and procedures that allow the creation of third-party applications to access the features or data of Everything Epos’s System.
• The Everything Epos APIs are owned by Everything Epos and are licensed to the Customer on a worldwide (except as limited below), non-exclusive, non-transferable basis on the terms set forth herein.
• These API Terms of Use define the legal use of Everything Epos APIs, including all updates, revisions, substitutions, and any copies of the Everything Epos APIs made by or for the Customer.
• Everything Epos Customer data (including but not limited to transaction data, sales data, product data and stock data) are owned by the Customer and not by Everything Epos.
• The Customer’s right to use the Everything Epos APIs shall terminate immediately if Everything Epos disables the Customer’s access to the Everything Epos APIs for any reason.
• The Customer shall:
• comply with any requirements or restrictions imposed on usage of client data by their respective owners. Although the Everything Epos APIs can be used to provide the Customer with access to client data, neither Everything Epos’s provision of the Everything Epos APIs to the Customer nor the Customer’s use of the Everything Epos APIs override the Customer’s data privacy requirements and restrictions, which may include “all rights reserved” notices, data protection laws, Creative Commons licenses or other terms and conditions that may be agreed upon between the Customer and its clients. In all cases, the Customer is solely responsible for making use of its client data in compliance with the applicable client’s requirements and/or restrictions;
• remove from the Everything Epos System any client data or other information that the applicable client asks the Customer to remove within 24 hours;
• disclose through a privacy policy or otherwise displayed in the footer of each page of the Customer’s applications, how it collects, uses, stores and discloses data collected from visitors and clients, including, where applicable, that third parties may serve content and collect information directly from visitors and may place or recognise cookies on visitors’ browsers;
• provide accurate contact details for the Customer to Everything Epos upon request; and
• provide an accurate statement of intended use of the applicable API to Everything Epos upon request, and once provided restrict the Customer’s activities to stay within this statement.
• The Customer shall not:
• Use the Everything Epos APIs for any application that replicates or attempts to replace the essential user experience of e-epos.com or any Everything Epos app or website;
• attempt to cloak or conceal the Customer’s identity or the application’s identity when requesting authorisation to use Everything Epos APIs;
  cache or store any content other than for reasonable periods in order to provide the service the Customer is providing to its clients;
• use the Everything Epos APIs for any application that constitutes, promotes, or is used in connection with spyware, adware, or any other malicious programs or code;
• use the Everything Epos APIs in any manner or for any purpose that violates any law or regulation within the UK and the location of any of its own servers, or any rights of any person, including but not limited to Intellectual Property Rights, rights of privacy, or rights of personality;
• use the Everything Epos APIs in a manner that adversely impacts the stability of e-epos.com servers or adversely impacts the behaviour of other applications using the Everything Epos APIs. Further, Everything Epos reserves the right to rate limit or block applications that make a large number of calls to an API that are not primarily in response to direct user actions;
• sell, lease, or sublicense the Everything Epos APIs or access thereto or derive revenues from the use or provision of the Everything Epos APIs, whether for direct commercial or monetary gain or otherwise, without prior written agreement from Everything Epos; or
• serve, or allow third parties to serve, advertising materials to clients, or to collect data for the purposes of marketing or advertising.

Ownership and Relationship of Parties.

• Everything Epos owns all rights, title, and interest in and to the Everything Epos APIs. Everything Epos’s rights apply to the Everything Epos APIs and all output and executables of the Everything Epos APIs, excluding any software components developed by the Customer which do not themselves incorporate the Everything Epos APIs or any output or executables of the Everything Epos APIs.
• The Customer agrees to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions provided by Everything Epos to the Customer.
• These terms do not grant the Customer any right, title, or interest in any Intellectual Property Rights owned or licensed by Everything Epos, including (but not limited to) the Everything Epos APIs and Everything Epos trademarks.

API Support

• Everything Epos may elect to provide the Customer with support or modifications for the Everything Epos APIs (collectively, “API Support”), in its sole discretion, and may terminate such API Support at any time without providing notice to the Customer.
• Everything Epos may change, suspend, or discontinue any aspect of the Everything Epos APIs at any time, including the availability of any Everything Epos APIs.
• Everything Epos may also impose limits on certain features and services or restrict the Customer’s access to parts or all of the Everything Epos APIs or the Everything Epos website without notice or liability.

Payment

• Everything Epos retains the right to charge for use of the APIs on a recurring basis upon notifying the Customer in advance. Everything Epos may increase, reduce or remove this charge at any time. Where an increase is made, a notice period of no less than 7 calendar days will be provided to the Customer by Everything Epos.
• Where payment is not received, Everything Epos reserves the right to exercise its rights for late payment detailed in the Agreement.

Disclaimer of Warranties

• Some of the Everything Epos APIs may be experimental and not tested in any manner. Everything Epos does not represent or warrant that any Everything Epos APIs are free of inaccuracies, errors, bugs, or interruptions, or are reliable, accurate, complete, or otherwise valid.
• The Everything Epos APIs are provided ‘as is’ with no warranty, express or implied, of any kind. Everything Epos expressly disclaims any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, availability, security, title and/or non-infringement.
• The Customer’s use of the Everything Epos APIs is at the Customer’s own discretion and risk, and the Customer will be solely responsible for any damage that results from the use of any Everything Epos APIs including, but not limited to, any damage to the Customer’s computer system or loss of data.
  It remains the Customer’s responsibility to verify the integrity and accuracy of any data accessed, edited or supplied through an API.