Terms and Conditions

General Terms and Conditions of Trading with EPOS INFINITY Limited, a company registered in Scotland under number SC659950, with its registered office address at 162 Darnley Street, Glasgow, Scotland, G41 2LL (“we”, “our”, “ Epos Infinity” or the “Company”) And (“you”, “your” or “the Customer”) purchase/ Hire/ subscribe/ use, to access to our Software and/or Hardware services. Each a “Party” and collectively the “Parties” to this Agreement.

Whereas the Parties intend to enter into a contractual relationship whereby the first party shall provide to second party software, hardware and other related products and services, the parties hereby agree that the following terms and conditions shall be the contractual basis upon which they shall trade and shall be the entirety of their agreement unless varied in writing by the parties or as otherwise specified herein.

THESE TERMS & CONDITIONS SET OUT THE TERMS ON WHICH YOU WILL AGREE TO BE BOUND IF YOU PURCHASE/ HIRE/ SUBSCRIBE/ USE ANY PRODUCT AND/OR SERVICE FROM EPOS INFINITY. PLEASE READ THESE TERMS & CONDITIONS CAREFULLY BEFORE ESTABLISHING ANY BUSINESS RELATIONSHIP WITH US.

AS WE PROVIDE SYSTEMS TO BUSINESS ONLY AND NOT TO CONSUMERS, THEREFORE THIS AGREEMENT NOT GOVERNED BY CONSUMER LAW, SUCH AS, BUT NOT LIMITED TO THE CONSUMER RIGHTS ACT 2015. THESE TERMS AND CONDITIONS ARE BASED ON AND REFLECT A BUSINESS TO BUSINESS AGREEMENT AND RELATIONSHIP

1. Definitions and Interpretation

1.1. The definitions and rules of interpretation in this clause apply in this Contract:

Agreement Form: the form/ document by which you have agreed to order the System in accordance with these Terms and Conditions;

Bank Account: your business bank account from which the Rental Payments will be paid via a collection method such as Direct Debit, details of which are set out on the Agreement Form;

Customer/You/Your: the individual, firm or corporate body specified on the Agreement Form. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to do so and to contractually bind that business and the business shall be the Client in the context of this Contract;

Contents: the information provided by you to the Company from time to time for inclusion on the Epos system including photographs, menus, price lists and verbal arrangements; Contract: the contract between the Company and you for the hire and/or purchase of the Epos System in accordance with the Agreement Form, which is subject to and incorporates these Terms and Conditions;

Data Protection Laws: means within the EU the 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 May2018 and laws implementing or supplementing the GDPR (in the United Kingdom by the Data Protection Act 2018), 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;

Device: Epos System, thermal printer and caller ID or such other devices provided by Epos Infinity to the Customer from time to time which are suitable to operate the Epos System;

Epos Software: any point of sale software provided by Epos Infinity for use with the Hardware, which enables the customer to accept delivery or collection in-premises or online orders and printed out in the Business Premises;

Epos System: the electronic point of sale system (Epos) consists of the hardware, the Epos Software and the Website;

Hardware: any hardware provided by Epos Infinity, including without limitation, Epos, receipt printers, cash drawers, Caller ID unit, Kiosk and Epos peripherals;

Installation date: the date that will be arranged for our engineer to install and set up your system;

Intellectual Property Rights: any patents, copyright, trademarks, 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;

Launch Date: the date that the website became live and ready for trading;

Rental/ Subscription Payments: the weekly sum (inclusive of VAT) payable for the Epos System and the Online Ordering System as stated on the Agreement Form;

Return to Base: obliges the Customer to return any faulty or defective Hardware back to Epos Infinity’s designated location to undertake the testing of the Hardware;

SAAS Plan(s): means any software-as-a-service plan offered by Epos Infinity;

Set-up fee: the upfront “one-off” sum payable to the Company as specified on the Agreement Form;

Services: the services to be provided by Epos Infinity to the Customer under this Agreement, as agreed by the parties in writing. This can include installation, support, maintenance and of the Epos System;

Statement of Work: a document entered into by the parties which incorporates the terms of this Agreement and provides further specification of the terms of this Agreement and provides further specification of the services;

User: End-user of customer who orders on website, application, or any other ordering solutions which are made available to them via customer;

Website: a website/ online ordering solution for your takeaway business which allows you to accept online orders;

Weekly Payment Date: the agreed day of every week during the Term on which the Rental Payment is paid, which in the absence of express agreement shall be a Tuesday;

Working Days: Monday to Friday (excluding any bank or public holidays in England and Scotland);

Working Days: Monday to Friday (excluding any bank or public holidays in England and Scotland);

and Working Hours: 9:30 am to 5:30 pm on a Working Day.

1.2. In these Terms and Conditions:

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

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

1.2.3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.2.4. 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.

1.2.5. A reference to ‘writing’ or ‘written’ includes faxes and email unless stated otherwise.

2. Application of this Agreement

2.1 By using any company services and Epos Systems, you agree to be bound by these Terms and Conditions herein. If you do not agree to any of these Terms, do not use any company services and Epos Systems. You are responsible for ensuring that the information set out on the Agreement Form is complete and accurate.

2.2 This Agreement shall prevail over any other terms and conditions that you may seek to impose or incorporate, 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.

2.3 These terms and conditions apply to all Customers who receive access to Epos Software and/or Hardware services provided by Epos Infinity, irrespective of whether the Customer pays rental or subscription payments or not. You agree that you have not relied on any other statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.

2.4 We reserve the right, at any time, to amend, modify, alter, or update the terms and conditions of this agreement. We will endeavour to notify the Customers of such changes via email. If you continue to use the Company’s services, your use will be governed by the updated terms.

2.5 Subject to the terms herein, all rights conferred by these Terms are granted to the Customer in a food serving business. No part of the software may be used for other purposes, including, but not limited to, research, study, competitor analysis or any other activity prohibited by this agreement.

2.6 Epos Infinity retains ownership of the Software and reserves all rights not expressly granted to the Customer.

2.7 Epos Infinity is a software development company and not a website development consultancy firm. We host application(s) and make it (them) available to users over the internet and in Epos Systems provided by Epos Infinity to their Customers. This infers that the software sits on the Company's server while the user accesses it remotely or Customers use it in the Epos system locally within their business premises. Epos Infinity does not offer any website development or custom application development services.

2.8 No agency, partnership, joint venture, or employment is created as a result of these Terms, and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever.

2.9 Customers are not allowed to download or install any other additional software which is not pre-installed on the system after the installation date. Epos Infinity shall not be liable for any loss or damage of data, sustained or incurred by the Customer or any third party within the Epos System.

2.10 Epos Infinity reserves the right to access the Epos System remotely in order to apply software updates and keep the operating system up-to-date with available patches and upgrades at all times.

2.11 From time to time, we may no longer support older or discontinued operating system versions, supporting Software or Hardware. Epos Infinity will notify in such circumstances and the Customer undertakes to amend the related Hardware, Software and/or operating systems at the Customer’s expense.

2.12 These terms were last updated on 22nd Jan 2024.

3. GDPR and Data Security

3.1. The Company endeavours to use reasonable security measures to keep the Customer’s personal data highly confidential and protect the Customer against unauthorized access to their account, account information, and any data which may be stored by the Company Epos System. However, the Company cannot guarantee the absolute security of a Customer’s account, account information and/or data, and the Company does not promise that the security measures will prevent third-parties from illegally accessing the Services or their Content. The Customer agrees that their entry and submission of any information on or through the Services are at the Customer’s own risk and the Customer accepts all risks of unauthorized access to the Services, account information and any other information provided to the Company or through the Software.

3.2. To avoid confusion, the Customer shall typically function as the "Data Controller" for any personal data which is supplied to Epos Infinity to perform our services. While the data controller will determine the basis and means of processing personal data, the data processor will process the data on behalf of the data controller. Therefore, Epos Infinity is a "Data Processor" that processes personal data on behalf of the Data Controller while the Customer is using the Epos Infinity services. Any such data controlled by the Customer shall be governed by the General Data Protection Regulations (GDPR) in force. Epos Infinity shall not be held liable for any breach in GDPR by the Customer.

3.3. Epos Infinity, in its capacity of Data Processor, can only process data currently stored on the Epos System. Any data permanently modified or deleted from the Epos System or the Customer’s personal account, cannot be retrieved and Epos Infinity carries no responsibilities with relation to any such previous data.

3.4. Data controller is responsible to fulfil and arrange any technical and managerial procedures to substantiate and demonstrate that their data is processed in compliance with the GDPR norms. All obligations regarding concepts such as lawfulness, transparency and fairness, data minimisation, purpose limitation, and preciseness, as well as fulfilling data subject requests lie with the Data Controller.

3.5. Epos Infinity does not have any kind of authority over the data protection notices, policies, and terms and conditions of the Customer. Therefore, the Customer will indemnify Epos Infinity and its affiliates against all losses, costs, and liabilities and all expenses incurred, including reasonable legal or other professional expenses, arising out of or in connection with any claim regarding:

3.5.1. a GDPR breach, or 3.5.2. any whatsoever liability ort whatever sort howsoever emerging in respect of the cookies, or 3.5.3. the capture of Personal Data through the Customer’s website(s), or 3.5.4. the agreement of data subjects for dispersing any Personal Data outside of the European Economic Area by Epos Infinity and sub-processor. 3.5.5. Any liability under this subsection will not be subject to any limitation of liability or exclusions of liability under this Agreement.

3.6. Epos Infinity shall inform the Data Controller immediately of any data breach within seven (7) days by Epos Infinity or any sub-processor. In this eventuality, Epos Infinity will provide the Customer with all necessary assistance and information required to meet any obligation so as to inform the concerned data protection authority or to inform the victim under applicable Data Protection laws.

3.7. Epos Infinity shall assist the Customer to comply with all subject access requests that may be obtained from the end-user within an appropriate time limit. Such assistance at the Customer’s cost, nonetheless, Epos Infinity shall ensure that adequate technical and management procedures are in place so that the Customer can meet its obligations to those requesting access to their personal data held by Epos Infinity.

The Company’s assistance with regard to subject access requests is limited to any data currently stored by the Customer on the Epos System.

3.8. The Customer hereby consents that Epos Infinity may engage any of its subcontractors as sub-processors without the requirement of further consent. Therefore, the subcontractors are considered as approved under this clause. The Customer may request a full list of current sub-processors at any time.

3.9. The Company shall not be held liable for any losses arising out of unauthorized use of a Customer’s account and the Customer agrees to indemnify and hold the Company harmless, including the officers, directors, shareholders, employees, distributors, agents, partners, licensors, information providers and account providers, as applicable, for any improper, unauthorized or illegal uses of the Customer’s account.

3.10. The Customer’s login credentials may only be used by the Customer. Sharing a login with other people is not permitted. An organization may create separate logins for as many individual staff members as it wishes. Each staff member is responsible for maintaining the security of their account login and passwords. Each staff member agrees that they will not disclose their password to any third party and that they will take sole responsibility for any activities or actions under the Customer’s account, whether or not you have authorized such activities or actions.

3.11. The Customer agrees to immediately notify the Company of any unauthorized use of their account or any other breach of security in writing to info@eposinfinity.co.uk.

3.12. Right to Erasure: Under Article 17 of GDPR, the Customer reserves the right to request the erasure of all their personal data from the Epos Infinity Customer account records, should the Customer be required to do so once this agreement is terminated. Any such Right to Erasure request must be communicated to Epos Infinity in writing to info@eposinfinity.co.uk. In addition, as a Data Controller, it is the Customer’s responsibility to comply with any Right to Erasure requests received by the Customer from any of their End-users regarding data stored on the Epos System. Epos Infinity, as a Data Processor, carries no responsibility with regards to any Right to Erasure requests received by the Customer from any of their End-users.

4. Provision of the Epos System or the Online Ordering System

4.1. Epos Infinity shall hire the Epos System & Devices to Customer in accordance with these Terms and Conditions. The Company will remain the owner of the Epos System and Devices and the Customer shall be permitted to use the Epos system & Devices under these terms and conditions.

4.2. The Customer will provide the Company with suitable Content to be displayed on the Website as soon as possible after the Launch Date. It is the Customer’s responsibility to ensure the intellectual property of the Content and the actual information is accurate. The Company shall update the Website with Content provided by the Customer from time to time and also apply necessary upgrading updates without prior Customer notification.

4.3. The Company shall design, develop, deliver, maintain and arrange for the hosting of your Website which is subject to your use of the System in accordance with these Terms and Conditions.

4.4. You are responsible for the security of the Epos System and must not allow it to be used by anyone other than in accordance with these Terms and Conditions. You shall follow the right procedure to comply with the GDPR, which includes, but is not limited to, ensuring that you limit or log off from Epos System to prevent unauthorised users accessing the Epos System in your absence if you leave the Epos System unattended. Staff without authorisation should only be allowed to use the Epos System under supervision.

4.5. You are responsible for ensuring the security of all passwords and other means of accessing the Epos system. All persons accessing the system must be specifically authorised by you. You must change the passwords for the Epos System on the termination of employment and suspend their access to Epos System.

4.6. You acknowledge that the Epos Software can work offline however, a broadband connection with a minimum download speed of 4MBps will be required to access the Website. You are responsible for any charges in relation to the internet, line rental, or any other connection charges in relation to grant access to the Epos System.

4.7. If the Epos System is used offline for over 14 days, the Epos Software may suspend the license in order to ensure your data remains safe. Once the Epos System is connected to the internet, you can contact the Customer Support line to reinstate the license.

4.8. From time to time, the Company may recommend an ISP provider to establish the internet connection for the Customer, however, suitability, quality and sustainability of service will solely remain in the ISP provider position. The Company is not responsible for any slow responses in the Epos System, including where it is related or caused by the customer’s poor internet / local network connections.

4.9. The Customer must provide a separate physical network or a separate V-LAN for Epos 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.

5. Setup Fee, Weekly Subscription Payments, SMS payments

5.1. The Customer shall pay the Setup Fee to the Company on the Installation Date,

5.2. If this Contract is terminated by the Customer in accordance with clause 22 within four months of the Launch Date (the Initial Period), the Setup Fee shall, subject to clause 22.8, be repaid to Customer by the Company within 20 Business Days following the end of the Initial Period. The Setup Fee shall not be refundable in any other circumstances.

5.3. The Company has several pricing options and subscription packages depending on the Customer’s requirements. The Customer shall select the right package based on their needs and Epos Infinity shall generate a “Quotation” in writing to the Customer’s email address as specified on their account information. By using the Devices, Hardware and Softwares, the Customer accepts the terms of the Quotation and this Agreement.

5.4. The Customer shall pay the Rental Payments to the Company on the Weekly Payment Date for the Term. The Rental Payments shall be paid in GBP Sterling by a collection method such as Direct Debit from your Business Bank Account or by such other means as may be agreed by the Company to ensure that the Rental Payments are made on or before the Weekly Payment Date. The Customer will authorise the Company to set up a standing order or any alternative means from their Bank Account at the date of start lease.

5.5. The Customer shall ensure there are sufficient funds in the Business Bank Account to cover the Weekly Payment. Any bank charges raised due to insufficient funds within the Business Bank Account, Customer shall be responsible fully.

5.6. Any applicable taxes and duties or similar charges payable in connection with the Rental Payments, shall be payable by Customer at the rate and in the manner from time to time prescribed by law.

5.7. The fees charged by the Company for use of the Epos Systems are subject to change. The Company reserves the right to increase the subscription fee every year after the first twelve (12) months of the subscription by either 5% of the current subscription charges or as per the inflation rate recognised by the UK Office of National Statistics, whichever is greater.

5.7.1. The Company will endeavour to notify the Customer at least 30 days prior to increasing the subscription fees.

5.7.2. The Customer reserves the right to cancel their subscription, should the increased subscription cost be outside the Customer’s financial abilities. Should the Customer wish to re-subscribe after their subscription has been cancelled, a new Quotation and Terms shall be generated.

5.7.3. The Customer’s continued use of the Epos System and Devices will be deemed acceptance of the renewed terms of payment.

5.8. SMS messages will only be sent out once they are paid in full in advance, once paid credits will be added to the account immediately. The Company may in its absolute discretion permit the sending of SMS messages at times when your account does not have sufficient levels of credit but the cost of the SMS messages shall be immediately due and outstanding to the Company.

5.9. All payments to be made by the Customer under this Contract shall be made without withholding or set-off on account of disagreements, counterclaims or for any other reason whatsoever.

5.10. If you fail to pay any Rental Payments, payments in respect of SMS message or any other sums payable under this Contract by the due date for payment under this Contract then, without limiting the Company's rights under clause 22.4.1 you shall be liable to pay any costs incurred by the Company in recovering both sums due to it and Devices from the Business Premises.

6. Customer Responsibilities

6.1. The Customer shall be responsible for following during the term of this Contract:

6.1.1. Ensure that the Device, external surfaces, all cables and fittings of the Devices are kept and used in a suitable environment, only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions;

6.1.2. Take such steps (including compliance with all safety and usage instructions provided by the Company) as may be necessary to ensure, so far as is reasonably practicable, that the Device is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;

6.1.3. Maintain at Customer's own expense the Device in good and substantial repair in order to keep it in as good an operating condition as it was on the Launch Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts and arranging for annual Portable Appliance Testing (PAT Testing) to be carried out by a properly certified electrician, and shall make good any damage to the Device;

6.1.4. Make no change to the Device and shall not remove any existing component(s) from the Device without the prior written permission of the Company unless the component(s) is/are replaced immediately by the same component or by one of a similar make and model or an improved/advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Device shall vest in the Company immediately upon installation;

6.1.5. Keep the Company fully informed of all matters relating to the Device, including but limited to instances where the Device breaks down or fails;

6.1.6. Keep the Device at all times at the Business Premises and shall not move or attempt to move any part of the Device to any other location without the Company's prior written permission;

6.1.7. Permit the Company or its duly authorised representative to inspect the Device at all reasonable times and for such purpose to enter upon the Site or any premises at which the Device may be located, and shall provide access and facilities for such inspection;

6.1.8. Maintain operating and maintenance records of the Device as well as such additional information as the Company may reasonably require and make copies of such records readily available to the Company;

6.1.9. The customer, without the prior written permission of the Company, can not attach the Device to any land or building which causes the Device to become a permanent or unmovable fixture on such land or building. If the Device does become affixed to any land or building then the Device must be capable of being removed without damage to the Device or such land or building and the Customer shall repair and make good any injury caused by the affixation or removal of the Device from any land or building, and indemnify the Company against all losses, costs or expenses incurred as a result of such affixation or removal;

6.1.10. The Customer, without the prior written permission of the Company, is not part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Device or allow the creation of any hypothec, charge, lien or other security interest in respect of it;

6.1.11. Shall not do or permit to be done any act or thing which will or may endanger the right, title and/or interest of the Company in the Device and, where the Device has become affixed to any land or building, the Customer must take all necessary steps to ensure that the Company may enter such land or building and recover the Device both during the term of this Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a written waiver and in favour of the Company of any rights such person may have or acquire in the Device and a right for the Company to enter onto such land or building to remove the Device;

6.1.12. Ensure that the Device remains identifiable at all times as being the Company’s property and wherever possible shall ensure a visible sign to that effect is attached to the Device; and

6.1.13. Not damage or permit the Device to be confiscated, seized, taken out of its possession or control under any distress, execution or other legal processes, and If the Device is so confiscated, seized or taken, You(Customer) shall notify the Company and You shall at Your sole expense use Your best endeavours to procure an immediate release of the Device and shall indemnify the Company on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

6.1.14. At the end of the Rental Period or on earlier termination of this Contract, deliver up the Device at such address as the Company requires, or if necessary allow the Company or its representatives access to the Business Premises or any premises where the Device is located for the purpose of removing the Device.

6.2. During the Term of this Contract the Customer shall:

6.2.1. not use the Epos System for any illegal purpose, especially, the Customer must not use the Epos System:

6.2.1.1. in any way that breaches any applicable local, national or international law or regulation,

6.2.1.2. in any way that is illegal or fraudulent or has any illegal or fraudulent purpose or effect.

6.2.1.3. in any way that is for the purpose of harming or attempting to harm minors.

6.2.1.4. to send, knowingly receive, upload, download, use or re-use any content which:

a. contains any content which is defamatory of any person,

b. contains any content which is obscene, offensive, hateful or provocative.

c. promotes sexually explicit content and material.

d. promotes violence and promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

e. breaches any copyright, database right or trademark of any other person.

f. is likely to deceive or trick any person.

g. is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

h. promotes any illegal activity or advocates, promotes, and assists any unlawful act such as (by way of example only) copyright breach or computer misuse.

i. is threatening, abuse or violate another’s privacy, or cause distress, inconvenience or needless anxiety.

j. is likely to harass, upset, embarrass, alarm or annoy any other person.

k. is used to impersonate any person, or to misrepresent the Customer's identity or relation with any person.

l. gives the impression that they originate from the Company if this is not the case.

6.2.1.5. to send, or procure the sending of, any unsolicited or unauthorised advertising or promotional content or any other form of similar demand(including spam).

6.2.1.6. to knowingly deliver any data, send or upload any content that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to negatively affect the operation of any computer software or hardware;

6.2.2. not do or permit to be done anything which could void the insurances referred to in clause 8;

6.2.3. indemnify the Company against all damages, losses and expenses incurred as a result of any action or claim that the Content supplied by the Customer breaches the Intellectual Property Rights of a third party; and

6.2.3. immediately notify the Company if they receive any notice or allegations alleging a breach or infringement of Intellectual Property Rights.

6.3. The Customer accepts that the Company shall not be responsible for any loss of or damage to the Epos System arising out of or in connection with any failure, misuse, mishandling of the Epos System that caused by the Customer or the Customer's officers, employees, agents, and contractors, and the Customer undertakes to indemnify the Company on demand against the same and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with these Terms and Conditions or the Contract.

7. Delivery and Initial Period Testing

7.1. Delivery of the hardware and Device shall be made by the installation engineers or an independent courier arranged by Company pursuant to the following terms:

7.1.1. In case of installation by an engineer, a prior date and time range, either morning or afternoon appointment shall be set. The Customer shall grant access to Business Premises and be at present to receive the Hardware and Device. The customer shall sign the Business Contract at the completion of the job carried out by the installation engineer.

7.1.2. In case of sending the Hardware and Device by an independent courier, the Company shall deliver the Device by the date and time, and associated delivery address which agreed between the parties. Title and risk shall be transferred and applied in accordance with clause 8 of this Contract.

7.1.3. The Customer shall procure that a duly authorised representative on their behalf shall be present at the Delivery of the Hardware and Device. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Customer has examined the Hardware and Device and have found it to be in good condition and complete.

7.2. During the first 14 days of this Contract:

7.2.1. the Customer shall be able to test Epos System in the manner directed by the Company to ensure that the Epos System works successfully and is fit for the purpose for which it is intended; and

7.2.2. the Company shall provide assistance reasonably requested by the Customer to remedy any faults or defects in the Epos System that have not been caused by the Customer by supplying technical support and/or where the Customer has ordered an Epos System, additional or replacement Device.

7.3. The Customer shall be deemed to have accepted the Device and the Hardware as fit for purpose unless the Customer rejects the Device and the Hardware during the 14-day test period.

8. Title, risk and insurance

8.1. The Customer shall retain all Intellectual Property Rights in any Content that the Customer provides to the Company to use on the Website and the Customer hereby grants the Company a licence to such Intellectual Property Rights to the extent needed to perform its obligations and commitments under this Contract.

8.2. All Intellectual Property Rights arising in the Epos System, including any domain names, shall be the property of the Company, and the Company hereby grants the Customer a nonexclusive licence to use such Intellectual Property Rights to the extent needed to utilise the Epos System in accordance with these Terms and Conditions.

8.3. The Customer agree that:

8.3.1. the Device shall remain the property of the Company at all times and the Customer shall have no right, title or interest in or to the Device (save the right to possession and use of the Epos System subject to these Terms and Conditions and the Contract);

8.3.2. the risk of loss, theft, damage or destruction of the Device shall pass to the Customer on Delivery. The Device shall remain at the Customer's sole risk during the Term and any further term during which the Device is in the Customer's possession, custody or control ("Risk Period") until such time as the Device is redelivered to the Company. During the Term and the Risk Period, the Customer shall at their own expense, obtain and maintain the following insurances:

a. insurance of the Device to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Company may from time to time nominate in writing;

b. insurance for such amounts as a prudent owner or operator of the Device would insure for, or such amount as the Company may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Device; and

c. insurance against such other or further risks relating to the Device as may be required by law, together with such other insurance as the Company may from time to time consider reasonably necessary and advise to the Customer;

8.3.3. all insurance policies procured by the Customer shall be approved to provide the Company with at least twenty (20) Business Days’ prior written notice of cancellation or content change (including any reduction in coverage or policy amount) and shall upon the Company’s request name the Company on the policies as a loss payee in relation to any claim relating to the Device. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies;

8.3.4. the Customer shall give immediate written notice to the Company in the event of any loss, accident or damage to the Device which are arising out of or in connection with the Customer's possession or use of the Device;

8.3.5. if the Customer fails to do or maintain any of the insurances required under this Contract, the Company shall be entitled to do and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer; and

8.3.6. the Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Company and proof of premium payment to the Company to confirm the insurance arrangements.

9. Free Subscription

9.1. Non-profit organisations may apply in writing, via email or post, to Epos Infinity to receive a license to access our Epos Software services free of charge for an extended period of time, up to a maximum of three (3) calendar years from the date of Contract.

9.2. The Customer understands and agrees that the Company in its sole discretion reserves the right to accept or reject any applications for “Free Subscription”, in whole or in part, notwithstanding prior receipt by the Customer of notice of acceptance of this subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Customer an applicable Quotation and an executed copy of this Agreement. If this subscription is rejected in whole, or the offering of “Free Subscription” is terminated by the Company for any reason, the Customer reserves the right to opt in for a paid license subscription as per Section 5.

9.3. Should the Customer run out of Cloud data storage, the Customer can either upgrade their license subscription or download some/all data onto a secure device and delete it from their Cloud. The Customer acknowledges and accepts that any deleted data from their Cloud cannot be retrieved. For any request to upgrade a “Free Subscription ”the Company may request the Customer to contribute towards the cost of the upgrade. Any such request shall be made by the Company in its sole discretion and a Quotation shall be provided to the Customer. The Customer reserves the right to withdraw an upgrade request should the additional cost be a financially unfeasible expense to the Customer, in which case, the Customer shall need to download some/all data onto a secure device and delete it from their Cloud to free-up storage.

9.4. Should a ‘Free Subscription’ last the maximum of three (3) calendar years, a new application will need to be submitted for review by Epos Infinity as per the criteria set out in Section 9.2.

9.5. Epos Infinity reserves the right to cancel the Customer’s ‘Free Subscription’ by giving a thirty (30) day written notice, should this Quotation become financially unfeasible for Epos Infinity to support.

10. Web Ordering Services

10.1. Epos Infinity provides a web ordering system through an iFrame which comes with a URL and cannot be changed.

10.2. Where the Customer already has their own existing website, the Customer shall incorporate the iFrame into their Website.

10.3. Should the Customer not have a Website, as a matter of gesture, Epos Infinity could provide ‘Pre- build’ free Website templates for the Customer to choose from for their business purposes. Epos Infinity does not guarantee that it can provide a range of templates to choose from, nor that the templates shall meet the Customer’s needs and expectations for their Website. The Company cannot make any customisations to the Website templates. The Customer is not obliged to use our Website templates.

10.4. Where the Customer has their own existing Website, domain and/or hosting, the Customer shall make necessary updates including, but not limited to, iFrame integration, domain settings, record updates and/or any other hosting setting required to make our web ordering system live and functioning. Epos Infinity shall endeavour to assist the Customer with determining what updates may be necessary, but is not obliged to provide any advice and/or technical assistance with any such updates, nor will carry out any necessary updates on behalf of the Customer to their Website, domain and/or hosting. It is the Customer’s responsibility to ensure all necessary updates are carried out fully and successfully to allow proper functioning of our web ordering system. As per GDPR regulations, Epos Infinity will not be able to access the Customer’s own Website, domain and/or hosting control panels.

10.5. Where the Customer does not already have any domain and hosting, Epos Infinity could provide a free domain, subject to name availability, and provide free domain hosting at its servers. The Customer has an obligation to provide necessary information such as, but not limited to, business description, contact details terms & conditions, refund policy and privacy policy, and keep this information accurate, current and complete.

10.6. If the Customer opts into using one of our pre-built Website templates hosted in our servers, upon request, Epos Infinity shall provide the Customer direct access to the Website hosting control panel. Any necessary amendments to the Website content, design, images and graphics shall be done by the Customer.

10.7. Epos Infinity web ordering platform designs are pre-built and we do not make any customisations.

10.8. Section 10 is applicable to Customers with a Quotation for a subscription to our Web Ordering software services.

11. Mobile Apps Ordering Services

11.1. Epos Infinity provides mobile apps for Google Play Store and Apple Store suitable for mobile devices only. These mobile apps are with “Pre-built” designs and we do not make any customisations.

11.2. If the Customer wishes to submit an app(s) to publish via their own Google and Apple accounts, the Customer is free to do so themselves. As per GDPR regulations, Epos Infinity will not be able to access the customer’s own mobile apps control panels.

11.3. If the customer does not have their own Google and/or Apple accounts, or does not wish to use their own Google and/or Apple accounts, the Customer may opt in to submit the app(s) for publishing to Google Play Store and/or Apple Store via Epos Infinity Limited’s business account. If the Customer opts in to submit the app(s) to GooglePlay Store and/or Apple Store via Epos Infinity Limited’s business account, the Customer has an obligation to provide necessary information such as, but not limited to, business description, app description, terms & conditions, refund policy and privacy policy, and keep this information accurate, current and complete.

11.4. Epos Infinity Limited does not have any control over the app approval process. Google Play Store and Apple Store approve app submissions under their sole discretion. They may change their policies without any prior notice to anyone and may reject app submissions for any reason. In the event that a submission is rejected, the Customer shall provide necessary information and evidence as requested by Google Play Store and/or Apple Store to resubmit the app(s).

11.5. Google Play Store and Apple Store usually take up to seven (7) business days to approve apps. These timelines can change at any time and Epos Infinity Limited does not have any control over these timelines.

11.6. Any necessary amendments to the mobile app(s) content, design, images and graphics shall be done by the Customer.

11.7. Section 11 is applicable to Customers with a Quotation for a subscription to our Mobile Apps Ordering software services.

12. QR Code Ordering Services

12.1. Epos Infinity provides a QR Code ordering platform which comes with a URL and this URL cannot be changed.

12.2. Our QR Code platform designs are “Pre-built” and we do not make any customisations.

12.3. The Customer has an obligation to provide necessary information such as, but not limited to, terms & conditions, refund policy and privacy policy, and keep this information accurate, current and complete, in order for Epos Infinity to be able to develop a QR Code for ordering.

12.4 Any necessary amendments to the QR Code content, design, images and graphics shall be done by the Customer.

12.5. Epos Infinity shall provide a QR Code in JPEG or PNG format which will be sent through email. The Customer shall print their own stationery and/or marketing materials to advertise the QR Code ordering system. Epos Infinity shall not be providing the Customer any stationery and/or marketing materials to advertise the QR Code ordering system at any time.

12.6. Section 12 is applicable to Customers with a Quotation for a subscription to our QR Code Ordering software services

13. Customer Support Services

13.1. All queries, requests and/or issues shall be directed to the Company Customer Support Team for review. The Customer Support Team, which includes the Technical Support Team, is operational on a 24/7 basis. In the event of any unexpected disruption to the telephone and/or Internet connection with the Customer Support Team, the operation times may be reduced. The Company shall endeavour to minimise the effect of any such disruption onto the Customer Support Team operations.

13.2. The Company uses an internal ticketing system across all support channels. All data collected via the ticketing system shall only be used for ticket prioritisation and producing reports for internal management and improvements. Any data used for internal reports shall be anonymised first. No data shall be distributed to any third party without prior permission from the Customer.

13.3. The customer support channels available to the Customer shall be dependent upon the Customer’s subscription package and detailed within the Quotation. In the unlikely event that a particular support channel experiences technical difficulties and becomes temporarily unavailable, the Customer shall attempt to contact the Customer Support Team via a different support channel.

13.4. The Customer shall receive technical support in case of any issues with the Company’s Epos Software and or Hardware within 24 hours of sending a request through telephone or email at support@eposinfinity.co.uk. For more complex issues, the request will be passed to our second line support team for resolution within 72 hours of the initial Customer’s request. In the unlikely event that the Technical Support Team encounters a new issue not dealt with before, the Company shall endeavour to keep the Customer informed on the expected timeframe for resolution and keep any disruption to the Services functionality to a minimum.

13.5. Telephone technical support (033 3303 4092) is available to the Customer free of charge for the first three (3) months of their license subscription. Should the Customer require telephone technical support for longer than the first three (3) months of their license subscription, this shall be charged as an additional cost to the Customer’s monthly/annual subscription OR shall be included in the Quotation.

13.6. Remote training on the use of the Software and Hardware can be provided upon request by the Customer depending on reasonable timeframes and availability of Company engineers. Repeat training may be charged at an additional cost to the Customer. Any such cost and payment process shall be communicated to the Customer in advance.

13.7. The Company does not offer on-site visits to the Customer’s Business premises as part of our technical support services. All technical support provided by the Company is on a remote basis only.

13.7.1. The customer shall be required to assist with troubleshooting any technical issues while being guided by an engineer remotely.

13.7.2. Should any troubleshooting require additional time for resolving, the Customer shall be given the option to proceed with the troubleshooting at a time more convenient to the Customer.

13.7.3. Should the Customer be required to provide remote access to their system, device(s) and/or screen share with a technical support engineer, the Customer shall be responsible for ensuring all sensitive data is closed on their device before remote access and/or screen share begins.

14. Third-Party Licensing, Tools, and Integrations

14.1. The Epos Software is developed in Android, PHP, Python, Flutters, Angular, HTML, MySQL, JavaScript, eJabber, CSS and a number of other software tools. These are currently license-free, therefore, no software license is required for the Customers. If any third-party software used becomes paid, the Customer shall subscribe to it or pay additional fees to the Company to cover the necessary license fees.

14.2. The Company has integrated Google Maps API to find addresses with a postcode. These address lookups are useful while taking orders, registering Users, loyalty management etc. The Company has no control over these records, therefore it does not hold any responsibility or liability for the accuracy of such records. The Company shall provide the Customers with one thousand (1,000) address lookups free of charge every month. Any additional address lookups shall be charged at an additional rate, as specified in the Quotation, and added onto the following month’s subscription charges.

14.3. To enhance the Epos Software usage, the company has integrated some of the third-party tools. If the Customer wants to use the services from any integrated third-party tools, they must subscribe to services directly from the provider. The Company does not hold any responsibility for pricing, tool-performance and disputes related to third-party tools. Should the Customer already have a subscription with any of the integrated third-party tools, the Customer may sync their third part account with the Software.

14.4. Third-party tools and/or integrations may change with or without prior notice to Epos Infinity and/or the Customer. The Company shall not be held liable by the Customer for any loss of profits, business, goodwill, use, data or other intangible and tangible losses resulting from the withdrawal of any third-party tools and/or integrations with or without prior notice.

14.5. The Customer can request the Company to provide a list of all third-party tools and integrations at any time.

15. Payments with other Third-Party payment service providers

15.1. The Company’s Epos Software supports Payment Processing with certain third-party partners (payment service providers) approved by Epos Infinity. It should be noted that Epos Infinity is not a Payment Service Provider, and is not regulated by FCA and FSA, rather merely an integrator of payment processing tools. The Customer acknowledges and agrees that using any form of Payment Processing is at the Customer’s own risk.

15.2. Should the Customer wish to use online ordering, and/or contactless table ordering, and/or self-checkout ordering systems provided by Epos Infinity, the Customer must choose one payment service provider which is approved by Epos Infinity. The Customer should take into consideration the cost, flexibility, and speed offered by each payment service provider before deciding which payment service provider will be best suited to the Customer’s business. Unless otherwise stated in the Quotation, or any other documents in the Appendix of this Agreement, the Company shall not be guiding the Customer in the selection process. The Customer can request the Company to provide a list of all integrated payment service providers at any time.

15.3. Company payment processing partners may change from time to time or withdraw integration with or without prior notice. In such cases, the customer shall need to switch to another integrated provider to continue using Epos Infinity Payments for online ordering, and/or contactless table ordering, and/or self-checkout ordering, etc.

15.4. Payment Processing can only be activated when the Customer enters their login credentials (merchant key) onto the POS terminal.

15.5. Epos Infinity is not responsible for any issues with the payment gateway, including, but not limited to, fraudulent transactions and bank charge backs. The Epos Infinity Technical Support team cannot assist with any payment processing issues, including, but not limited to, fraudulent transactions, bank charge backs and login issues. The Customer shall direct such issues to their bank/merchant account provider.

15.6. The Customer may be required to pass any Anti-Money Laundering checks at any time, irrespective of which payment service provider they choose. The Customer shall always comply with all Anti-Money Laundering statutes and legislation. Any non-compliance shall constitute a breach of this Agreement and the possibility for immediate termination of this Agreement.

15.7. Should the Customer work with a Payment Service Provider not integrated into the Company’s Epos software, the Customer shall need to manually enter all payment details onto the merchant card terminal.

16. Third Party Rights

16.1. A person or business who is not a party to the Contract, shall not have any rights under or in connection with it.

17. Hardware Refunds Policy

17.1. Upon submitting the Customer's order details, the Customer is making an offer to the Company to purchase the item(s) they have specified in their order form. The Company reserves the right to refuse their order should it be necessary. The Company will notify the Customer if this is the case and return any payment the Customer has made;

17.2. The Customer must notify the Company immediately if they decide to cancel their order, preferably by phone, and quote their order number.

17.2.1. If no delivery has been dispatched yet, no cancellation fee applies and the Customer will be issued a full refund. If the order has been dispatched for delivery already, the Customer’s delivery cancellation request will be refused, and the Customer will need to refer to the process detailed in Section 17.6.

17.2.2. If the cancellation was made in time, and once the Company has accepted the Customer’s delivery cancellation request, the Company will refund or re-credit the Customer’s payment card with the full amount within fourteen (14) days, which includes the initial delivery charge (where applicable).

17.3. If the Company can only do a split delivery (not all items from the order are available at the same time), the Company’s staff shall inform the Customer of the expected date for delivery of the missing items. The Customer has the right to refuse a split delivery before the order is dispatched and wait for all items to become available at the same time or request to cancel the order and get a refund.

17.4. In the unlikely event that the Company deliver a wrong item of hardware, the Customer has the right to either reject the delivery of the wrong item and shall be fully refunded for the missing item; or request for the Company to replace the incorrect item with the item that they ordered, in which case, the Company shall send the Customer the correct one as soon as possible.

17.5. The Company shall be happy to exchange or refund any item that has been damaged in transit while the Company is delivering to the Customer.

17.6. Epos Infinity operates a “7 Days Money Back Guarantee” policy.

17.6.1. Should the Customer change their mind and wish to return their Hardware order, the Company shall issue a full refund for any undamaged items returned within seven (7) days of delivery, minus any delivery charges.

17.6.2. The Company reserves the right to refuse a full or partial refund if:

a. any item is not returned in its original packaging; or b. the goods are in a damaged condition (any damaged Device will be charged at full cost); or c. the goods are not returned within seven (7) days of delivery.

17.7. For any other formal complaint with a genuine reason, the Customer has seven (7) days from the day of delivery to request a refund, subject to the Company discretion and acceptance of the complaint.

17.8. In the event of a return, any relevant refunds, credit notes or exchanges can only be made to the payment card account or the business/person that made the order originally. Debit/credit card payment refunds can take up to twenty-eight (28) days to process, even if the Customer contacts the Company immediately after placing the order to cancel. This processing time is beyond the Company’s control and the Company apologises for the inconvenience caused.

17.9. Any amounts paid for onsite installations, product imports, support payments, postage, module integrations, repair and labour costs are non-refundable.

17.10. All costs with respect to Epos Software sales and license subscriptions are excluded from the standard returns policy due to the considerable costs in configuration, personalization, training, and installation. These items are strictly non-refundable.

17.11. Upon return of the Hardware, Epos Infinity 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.

17.12. If the Hardware is returned in a damaged condition where the cost of repair or replacement exceeds the value of the deposit, Epos Infinity 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.

17.13. If the Hardware is not returned after 28 days after the rental period, Epos Infinity 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.

17.14. It is the Customer’s responsibility to ensure that the Hardware is maintained and returned in the same condition as it was dispatched (fair wear and tear excepted)

17.15. The Customer must arrange the safe return of Hardware within five Working Days of the end of the rental period.

17.16. Epos Infinity may offer to collect the Hardware, however, it is the Customer’s responsibility to document the cosmetic condition before the Hardware is collected by Epos Infinity or Epos Infinity’s third-party courier).

18. Intellectual Property Rights

18.1. The Customer acknowledges and agrees that Epos Infinity will hold all intellectual property rights in the software and hardware including, but not limited to, copyright and trademark rights.

18.2. Under the terms of this license, the Company grants the Customer non-exclusive, non-transferable, and time-limited rights to use the software, interfaces, content, documentation and any data, whether in read-only memory, on any other media or in any other form.

18.3. The Customer undertakes not to challenge or do anything inconsistent with such ownership.

18.4. The Customer grants the Company, by using the software, a royalty-free, irrevocable, perpetual license to use information and/or data collected from the Customer’s activity on the Software, provided that the information or data is anonymised before use. Other than this right, the Company claims no intellectual property rights in relation to the information or contents the Customer inputs into the Software.

18.5. The Customer may provide the Company with feedback, alternative options, comments or suggestions on the Software, and the Customer agrees that the Company will be free to use, modify and incorporate such suggestions without any obligation to the Customer. All intellectual property rights for such modifications remain with Epos Infinity.

18.6. The Company retains ownership of the software itself and reserves all rights not expressly granted to the Customer.

18.7. The Customer is not permitted to assign, sub-license, and novate or transfer these Terms or any of the rights licensed to them.

19. Assignment and subcontracting

19.1. The Company 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 the Contract.

19.2. The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company.

20. Severance

20.1. If any court of law, tribunal or another forum of competent jurisdiction finds that any provision of these Terms & Conditions and the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms & Conditions and the Contract shall not be affected.20.2. If any invalid, unenforceable or illegal provision of these Terms & Conditions and the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

21. Waiver

21.1. A waiver of any right or remedy under these Terms & Conditions and the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent infringement or default. No failure or delay by a party to exercise any right or remedy provided under these Terms & Conditions and the Contract or by law, shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

22. Termination

22.1. The Customer may terminate this Contract:

22.1.2. after the Initial Period by:

22.1.2.1. giving at least 30 days written notice to the Company, such notice to expire on the last day of the rolling 12-month period; and

22.1.2.2. on or prior to the last day of the rolling 12-month period, returning the Devices to the Company at such address as specified by the Company or paying for the Company to collect the Devices from the Business Premises; and

22.1.1.3. on or prior to the last day of the Initial Period, paying in full any balance due on the account.

22.1.2. after the Initial Period by:

22.1.2.1. giving at least 30 days written notice to the Company, such notice to expire on the last day of the rolling 12-month period; and

22.1.2.2. on or prior to the last day of the rolling 12-month period, returning the Devices to the Company at such address as specified by the Company or paying for the Company to collect the Devices from the Business Premises; and

22.1.2.3. on or prior to the last day of the rolling 12-month period, paying in full any balance due on the account.

22.2. Failure to comply with any of the requirements to terminate the Contract set out in clauses 22.1.1 and 22.1.2 will deliver any purported notice of termination void and the Contract will continue.

22.3. If having served a notice in accordance with clause 22.1 the customer wishes the Contract to terminate prior to the end of either the Initial Period or the rolling 12-month period (as relevant), the customer pays all Rental Payments which would otherwise be due up to the end of the Term and return the Devices to the Company, on receipt of which the Company will confirm that the Contract has been terminated.

22.4. Without prejudice to any other right or remedy which may be available to it, the Company will have the right to terminate this Contract immediately by written notice to You if:

22.4.1. You default on any of payment obligations;

22.4.2. You commit a breach of clause 4.4 or 6.2;

22.4.3. You commit any other Content breach of this Contract which breach is irremediable, or which breach (if remediable) is not remedied within five (5) Business Days after the service of written notice from the Company requiring it to do so;

22.4.4. Being an individual, You have a petition presented for Bankruptcy or sequestration;

22.4.5. You suspend, or threatens to suspend, payment of your debts you are unable to pay your debts as they fall due or you admit inability to pay your debts or is deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986; or

22.4.6. You start negotiations with all or any class of its creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors; or

22.4.7. Being a corporate entity, a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up; or

22.4.8. An application is made to court, or an order is made for the appointment of an administrator, or if a notice of intention to appoint an administrator is given, or if an administrator is appointed over you; or

22.4.9. The holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;

22.4.10. A person becomes entitled to appoint a receiver over your assets or a receiver is appointed over the assets of the Lessee; or

22.4.11. A creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days; or

22.4.12. Any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 22.4.3 to clause 22.4.9 (inclusive); or

22.4.13. You suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business.

22.5. This Contract shall automatically terminate if a total loss occurs in relation to the Device.

22.6. Upon termination of this Contract, however, caused:

22.6.1. The Company's approval to the Customer possession of the Device shall terminate and the Company may, by its authorised representatives, without notice and at the Customer's expense, retake possession of the Device and for this purpose may enter the Business Premises or any premises at which the Device is located; and

22.6.2. Without prejudice to any other rights or remedies that the Customer may have, the Customer shall pay to the Company on demand:

22.6.2.1. All Rental Payments and other sums due but unpaid at the date of such demand together with any other charges accrued in accordance with these Terms and Conditions;

22.6.2.2. Any costs and expenses incurred by the Company in recovering the Device and/or in collecting any sums due under this Contract (including any storage, insurance, repair, transport, legal and remarketing costs).

22.7. Upon termination of this Contract pursuant to clause 22.4, any other refusal of this Contract by the Customer which is accepted by the Company or pursuant to clause 22.5, without prejudice to any other rights or remedies of the Company, the Customer shall pay to the Company on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Rental Period.

22.8. The sums payable pursuant to clause 22.7 shall be agreed compensation for the Company's loss and shall be payable in addition to the sums payable pursuant to clause 22.6.2. If the Contract is terminated by the Customer during the first twelve months following the Launch Date, such sums may be partly or wholly recovered from any Joining Fee which would otherwise be returned in accordance with clause 5.2.

22.9. Termination of this Contract shall be without prejudice to the rights and obligations of the parties accrued up to the date of termination.

23. Force majeure

23.1. We will not be deemed to be in breach of the Contract or of these terms and conditions as a result of any delay in its performance or failure to perform our obligations if that delay or failure to perform is due to any cause or circumstance beyond our reasonable control including, but not limited to, all overwhelming and unpreventable events caused directly and exclusively by forces of nature that can be neither anticipated nor controlled, nor prevented by the exercise of prudence, diligence, and care, including but not limited to: strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

23.2. Epos Infinity withholds the right to delay order deliveries by up to 30 days in the event of force majeure pursuant to clause 23.1.

24. Variation

24.1. The Company has the right to revise and amend these Terms and Conditions from time to time on giving the Customer at least 30 days’ notice in writing.

24.2. If the Customer continues to use Epos Infinity’s services after Epos Infinity has informed the Customer of any updated version of these Terms and Conditions, the Customer will be deemed to have accepted these changes and these changes will be incorporated into these Terms and Conditions.

24.3. No variation of these Terms and Conditions will be effective unless it is in writing and signed by both parties.

25. Governing law and jurisdiction

25.1. These Terms and Conditions and the Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, Scottish law, and the parties irrevocably submit to the exclusive jurisdiction of the court of Scotland.