Terms & Conditions

Terms and Conditions
General Terms and Conditions of Trading with iDeal EPOS
THESE TERMS & CONDITIONS SET OUT THE TERMS ON WHICH YOU WILL BE BOUND IF YOU PURCHASE PRODUCTS AND/OR SERVICES FROM iDeal EPOS. PLEASE READ THESE TERMS

& CONDITIONS CAREFULLY
AS THEY WILL GOVERN OUR RELATIONSHIP WITH YOU.
1. Parties
1. iDeal EPOS LIMITED is a company registered in England (company no. 11096988) with its registered address at 58 Woodheys Drive,
Sale, England, M33 4JD, England (“iDeal EPOS”); and
2. You are the customer who has engaged iDeal EPOS to purchase/rent Products and/or Services on behalf of the business that you
work for (the “Customer”).
2. Definitions and Interpretation
1. The definitions and rules of interpretation in this clause apply in these Terms & Conditions (“Agreement”):
2. Data Protection Laws: means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as
amended, replaced or superseded from time to time, including by the General Data Protection Regulation 2016/679 (GDPR) from 25
May 2018 and laws implementing or supplementing the GDPR, and to the extent applicable, the data protection or privacy laws of any
other country. ‘Personal Data’ shall have the meaning defined by the applicable Data Protection Laws;
3. Hardware: any hardware provided by iDeal EPOS, including point of sale terminals, receipt printers, cash drawers and epos
peripherals;
4. 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;
5. Product: any Hardware and/or Software;
6. Professional Services: means all projects that are scoped out under the name ‘Professional Services’ in an order or Statement of
Work;
7. Return to Base: means that the Customer is required to send any Hardware with a fault or defect back to iDeal EPOS’s designated
location to undertake testing of the Hardware;
8. Services: the services to be provided by iDeal EPOS to the Customer under this Agreement, as agreed by the parties in writing. This
can include: support, maintenance and installation of the Products;
9. Software: any point of sale software provided by iDeal EPOS for use with the Hardware or any third party hardware;
10. Statement of Work: a document entered into by the parties which incorporates the terms of this Agreement and provides further
specifications for the Services;
11. Support Plan: the support plan for the maintenance and upkeep of the Software, as further detailed in clause 11;
12. System: the iDeal EPOS applications, interfaces and technical systems, including any Software and any related manuals;
13. Working Days: Monday to Friday and
14. Working Hours: 9am to 6pm GMT on a Working Day. (Support Customers can contact us 24/7)
15. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
16. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
17. 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.
18. In the event of conflict between this Agreement and any Statement of Work, the Statement of Work will prevail.
19. A reference to ‘writing’ or ‘written’ includes faxes and email unless stated otherwise.
3. Application of this Agreement
1. This Agreement shall apply to any Products and/or Services provided by iDeal EPOS to the Customer (and shall be incorporated into
any quotation or order for such Products and/or Services).
2. Any acceptance of a quotation or placement of an order by the Customer will be treated as an offer to purchase the Products and/or
Services from iDeal EPOS and iDeal EPOS will have the right to reject such offers at any time.
3. This Agreement shall prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s purchase order,
confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
4. This Agreement incorporates and supplements the iDeal EPOS Software End User Licence Agreement (“EULA”) at Annex A (as
updated from time to time). In the event of conflict between the terms of this Agreement and the EULA, this Agreement shall prevail.
4. Choosing a Product and Services from iDeal EPOS
1. iDeal EPOS shall provide information about its Products and Services to help inform the Customer’s basis of its purchase and, if
requested by the Customer, iDeal EPOS may provide a full demo of its Software on a free of charge basis at their own discretion they
may decline the demo.
2. Notwithstanding clause 4.1, it is the sole responsibility of the Customer to ensure that the Product(s) and/or Services it is purchasing
meet the Customer’s requirements we do no warrant or guarantee any features of the software will function without fault.
3. Upon the Customer’s request, iDeal EPOS will promptly provide a written quotation for any Product(s) and/or Services. This quotation
will be a guideline price and does not form the basis of any contract between the Customer and iDeal EPOS.
4. Any advice or recommendation given by iDeal EPOS or its representatives to the Customer regarding the Services or the storage,
application or use of the Products which is not confirmed in writing by iDeal EPOS is followed or acted upon at the Customer’s own
risk, and accordingly iDeal EPOS shall not be liable for any such advice or recommendation which is not so confirmed in writing.
5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, website or
other document or information issued by iDeal EPOS shall be subject to correction without any liability on the part of iDeal EPOS.
6. The Customer will assume the risk for the Products once they have been delivered to the delivery address specified in the Customer’s
order. Risk in the Products will only transfer back to iDeal EPOS upon its physical receipt of the Products in the event that they are
eligible to be returned in accordance with this Agreement.
7. Subject to clauses 8 and 9 (where title remains with iDeal EPOS at all times), title to any Products ordered by the Customer shall pass
to the Customer upon iDeal EPOS receiving payment in full for those Products.
5. Fees
1. All Product and Service pricing is provided in ‘good faith’ by iDeal EPOS. Unless stated otherwise in a quotation, written quotations are
valid for 30 days from the date of their issue, however, some offers and discounts are subject to shorter timeframes. Where this is the
case, the Customer will be advised by iDeal EPOS representatives and/or in iDeal EPOS’s sales literature.
2. The Customer will reimburse iDeal EPOS for any travel, subsistence and living expenses reasonably incurred for the performance of
the Services, which iDeal EPOS shall quote and agree in advance with the Customer where such expenses are reasonably
foreseeable.
3. All invoices are due and payable by the Customer (or via a finance provider, where applicable) immediately upon receipt of the
applicable invoice. The Customer acknowledges that no Products will be dispatched, and no Services will be provided, until payment
of the applicable invoice is received by iDeal EPOS in cleared funds.
4. All prices iDeal EPOS quotes are inclusive of VAT (or such other applicable sales tax in force from time to time). Where VAT is
payable by the Customer, this will be added to the invoice in addition to the fees, At this time iDeal EPOS is not VAT registered so no
VAT is payable
5. Without prejudice to any other right or remedy that iDeal EPOS may have, if the Customer fails to pay iDeal EPOS by the relevant
invoice due date, iDeal EPOS may:
1. charge interest on such sum from the due date for payment in accordance with the Late Payment of Commercial Debts
(Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after
any judgment;
2. suspend the provision of the Services; and/or
3. (where either clause 8 or 9 applies), the Customer shall hold the Products on a fiduciary basis and iDeal EPOS shall be entitled
at any time to require the Customer to ‘deliver-up’ the Products to iDeal EPOS and, if it fails to do so, the Customer
acknowledges and agrees that iDeal EPOS may enter the Customer’s premises or any third party premises where the
Products are stored and repossess the Products.
6. The standard service offered by iDeal EPOS shall include standard ‘welcome’ setup of the System and remote support (in accordance
with the applicable Support Plan). Complimentary implementation training may also be offered and provided by iDeal EPOS to the
Customer (subject to availability), which will consist of up to 1 hours of training and phone support. Any additional Professional
Services, further training, on-site support and/or custom work required will be subject to a professional services fee (which will be
quoted on application) at the then current iDeal EPOS day / hour rates. All Professional Services exclude travel, subsistence and living
expenses, which shall be invoiced separately in accordance with clause 5.2.
7. All postage and packaging fees will be charged to the Customer in addition to the fees for the relevant Products and Services at iDeal
EPOS’s then current rates.
6. Customer Responsibilities
1. The Customer will be responsible for installing the Hardware (unless otherwise agreed in writing with iDeal EPOS) and will keep the
Hardware in the environmental conditions recommended by iDeal EPOS and ensure that the external surfaces, cables and fittings of
the Hardware are kept in good, clean condition.
2. The Customer will ensure that the Hardware is only used by properly trained staff in accordance with iDeal EPOS’s instructions from
time to time. The Customer will ensure that only personnel authorised by iDeal EPOS adjust, modify, configure, maintain, repair,
replace or remove any part of the Hardware.
3. The Customer will maintain adequate records of the use, maintenance and malfunction of the Hardware and will provide iDeal EPOS
with such information and assistance concerning the Hardware, its application, use, location and environment as iDeal EPOS may
reasonably require to enable it to carry out the Support Plan.
4. The Customer will immediately notify iDeal EPOS if there is any failure of the Hardware or the System and will allow iDeal EPOS full
and free access to the Hardware and all documentation, software, materials and services necessary for the provision of the Support
Plan. The Customer will ensure that relevant trained and experienced staff are available when required by iDeal EPOS to provide iDeal
EPOS with information required to diagnose and/or repair the issue.
5. It is the Customer’s sole responsibility to regularly operate and verify a proper back-up routine, maintaining all back-up copies in a
secure environment.
6. The Customer undertakes to put and keep in place adequate security measures and up-to-date firewalls to protect the Hardware,
Software and Systems from any viruses, harmful code or unauthorised access. iDeal EPOS shall not be responsible for any
unauthorised access to the System by means of hacking, any unauthorised access of the Hardware with intent to commit or facilitate
the commission of an offence or any unauthorised modification of the Hardware by a third party.
7. The Customer is responsible for ensuring that their login password to the iDeal EPOS Systems remains secure and confidential. The
Customer should update their password regularly and ‘remember me’ type functions should not be used on publicly available or shared
computers.
7. Internet / Network Requirements
1. iDeal EPOS’s Products require a reliable and robust connection to the internet / local network to take advantage of all of the online
features and benefits. It is the Customer’s responsibility to ensure that it has an appropriate internet / local network connection in place
prior to installation of the Software and to also ensure that the internet connection is maintained correctly and includes an up-to-date
firewall. The recommended internet speeds are a minimum 7Mbps download speed and 0.6Mbps upload speed to support up to four
till devices. Larger locations / installations will need higher internet speeds as appropriate to the size of installation and business. This
speed requirement does not include any additional internet usage required over and above the iDeal EPOS System such as staff or
guest networks or other business requirements. Internet speeds and consistencies can be checked by using internet speed test
websites or by contacting the applicable internet service provider.
2. The Customer is solely responsible for any connection charges, line rental charges and call charges in relation to any Products.
3. Whilst iDeal EPOS representatives may provide advice and an indication of the suitability of the Customer’s internet / local network
connection, it remains the Customer’s sole responsibility to ensure it has a suitable internet / local network connection both before and
after an order is placed. iDeal EPOS is not responsible for any slow responses to its Systems, including where this is caused by the
Customer’s poor internet / local network connection.
4. Provision of Local Area Network (LAN) infrastructure (e.g. cabling, network switches, WAN router) is the responsibility of the Customer
and should be appropriate to the size of business and criticality of the operation.
5. Where the System is to be used over wifi (e.g. tablets/mobile devices):
1. the Customer is responsible for the setup, configuration and management of both the wifi infrastructure and the Customer
devices. This includes ensuring wifi coverage in required areas and ensuring network dropouts due to wifi roaming are
minimised; and
2. the Customer must consider that wifi is not as robust as a wired network and network dropouts can occur due to wifi coverage,
access point roaming, tablet sleep modes as well as other environmental factors. This is not unique to iDeal EPOS Systems
and should be considered when selecting a wifi solution.
6. iDeal EPOS Systems are designed to work offline, but where no network connection (LAN or WAN) is available or the network
connection is unreliable, some functionality is reduced.
7. Where Customer devices are used offline for long periods, the Customer must ensure that such devices are regularly (at least every 7
days) connected to the internet to ensure data is synchronised with its servers. All till devices must regularly (at least every 7 days)
perform ‘End of Day/Close Till’ operations to ensure that the local data store can be archived to the servers where applicable.
8. Monthly Fee: Hardware without up-front costs
1. iDeal EPOS offers a monthly fee subscription option for the provision of the Products, whereby it will supply Hardware and/or Software
solutions without any upfront cost. This includes barcode database integration. For this option, fees are charged on a monthly basis
with a minimum contract term of 12 months (“Subscription Contract”).
2. If the Customer cancels the Subscription Contract within the 12 month term, it must return any Hardware it has received and pay the
remaining balance of the 12 month term. This is calculated by multiplying the number of months outstanding by the applicable monthly
fee.
3. After 12 months, the Subscription Contract will automatically become a rolling 1 month contract, with the monthly fee remaining the
same (unless notified to the Customer by iDeal EPOS from time to time).
4. Either party can terminate the Subscription Contract at any time by providing the other party with at least 30 days’ prior written notice.
For the avoidance of doubt, title to the Products shall not pass to the Customer at any point under the Subscription Contract option.
9. Product Rental
1. iDeal EPOS may offer the ability to rent the Products from iDeal EPOS and where this is possible, it will notify the Customer of the
rental period, and the applicable fees for that period.
2. On acceptance of an order, a deposit of £100 per point of sale terminal will be taken in addition to the first month’s rental fee. If the
rental period is greater than one month, the subsequent payments will be due in one month intervals, starting from the first date of the
rental period.
3. iDeal EPOS will remain the owner of the Products and will retain title in them at all times.
4. It is the Customer’s responsibility to ensure that the Hardware is maintained and returned in the same condition as it was dispatched.
5. The Customer must arrange the safe return of Hardware within five Working Days of the end of the rental period.
6. iDeal EPOS may offer to collect the Hardware, however, it is the Customer’s responsibility to document the cosmetic condition before
the Hardware is collected by iDeal EPOS (or iDeal EPOS’s third-party courier).
7. For each day after the five Working Days from the end of the rental period that iDeal EPOS has not received the Hardware, iDeal
EPOS will charge an additional £25 per item.
8. Upon return of the Hardware, iDeal EPOS will inspect the Hardware and compile a report. Based on the report, a full refund of the
deposit may be made, less any adjustments. If the Customer is eligible for a return of the deposit, this payment will be made within 14
Working Days of receiving the returned Hardware.
9. If the Hardware is returned in a damaged condition where the cost of repair or replacement exceeds the value of the deposit, iDeal
EPOS retains the right to invoice the Customer for an additional sum to cover the damage exceeding the value of the deposit. The
Customer must pay this sum within 14 days of the date of the applicable invoice.
10. If the Hardware is not returned after 28 days after the rental period, iDeal EPOS will withhold the entirety of the deposit and invoice the
Customer for the remaining value of the Products and any charges outstanding. This must be paid within 14 days of the date of the
applicable invoice.
11. The Hardware rental does not include any ongoing services or consumables (e.g. support, applications or peripheral hardware such as
USB scanners), but these are available on request (subject to agreed fees).
10. Annual Software Licence Fee
1. Unless the Customer has opted to purchase a Support Plan, the Customer will be charged for a Software licence annually.
2. The annual Software licence provides the Customer with:
1. use of the Software for a minimum 12 calendar months;
2. maintenance and operating costs of the iDeal EPOS servers; and
3. selective System updates, improving the running and functionality of the Software.
3. The first year of the Software licence is included within the price of purchasing the Software.
4. The annual Software licence fee is currently £99 for each point of sale terminal (as updated from time to time).
5. Payment of the Software licence is due on the anniversary of the original activation for each point of sale terminal.
6. The Software licence fee is non-negotiable and is non-refundable in the event that this Agreement is terminated.
7. The Software licence shall apply for a minimum period of 12 months (“Initial Term”) and will automatically renew for further 12 month
periods (each a “Renewal Period”) unless and until a party provides the other party with written notice to cancel the Software licence
at least 30 days before the start of the next Renewal Period, which shall take effect no earlier than the end of the Initial Term or the
end of the then current Renewal Period. Upon the start of each Renewal Period, the Customer will be charged for the Software licence
fees (at the then current rates) via the original billing method.
8. The Customer acknowledges and agrees that upon the annual Software licence renewal date, the Customer will be required to
upgrade to the then latest version of the iDeal EPOS Software platform.
11. Support Plan
1. iDeal EPOS offers an optional Support Plan:
1. Standard Support, which shall include:
1. the annual Software licence fee;
2. access to the iDeal EPOS support team during Working Hours;
3. remote technical and support from iDeal EPOS’s UK call centre;
4. Software updates;
5. email support;
6. encrypted backup of transaction data;
7. warranty upgraded from ‘Return to Base’ to ‘Swap It’ pursuant to clause 15; and
8. remote training for all Customer staff.
9. 24 hour telephone support
2. The Customer can upgrade to a Support Plan at any time by contacting iDeal EPOS.
3. All Support Plans are contracts for 12 month periods and are governed by the terms of this Agreement.
4. The Customer can choose to either pay the Support Plan annually in advance or on a monthly basis. Where the Customer chooses to
pay for the Support Plan on a monthly basis, it must provide recurring payment details either through direct debit or a credit or debit
card. Payments are due each month, on the 1st banking day of the month.
5. iDeal EPOS will attempt to take the payment each month through its payment providers. Where a payment fails, iDeal EPOS will
attempt to take the payment again. If a payment continues to fail, iDeal EPOS retains the right to restrict access to the iDeal EPOS
Software for all of the Customer’s licenses, locations and devices until all outstanding payments are made in full.
6. If the Customer wishes to cancel its Support Plan part-way through the annual contract, it may be liable to pay a charge calculated by
multiplying the number of months remaining on the contract by the monthly payment.
7. iDeal EPOS reserves the right to increase the Support Plan fees at any time upon providing the Customer with at least 30 days’ notice
in advance. Should the Customer not agree to the Support Plan fees, the Customer may cancel the Support Plan and receive a pro
rata refund for any unused proportion of the Support Plan fees after the effective date of termination that have been paid in advance.
8. If the Customer has a Support Plan but uses third party hardware, iDeal EPOS will use reasonable endeavours to resolve any software
compatibility issues, but any hardware maintenance issues will be the Customer’s sole responsibility.
12. Support Plan Renewal & Cancellation
1. After one year (and each subsequent year), the Customer’s Support Plan will automatically renew on a 1 month rolling contract unless
the Customer advises iDeal EPOS before the renewal date that it does not wish it to renew.
2. The Customer has a 30 day cooling-off period after the automatic renewal date in which to notify iDeal EPOS that it does not wish to
continue the Support Plan, iDeal EPOS will cancel the Support Plan contract with no penalty to the Customer.
3. To continue to use the iDeal EPOS Software after cancellation, the Customer must either pay the annual licence fee or sign up to
another Support Plan.
4. iDeal EPOS may also choose to end the Support Plan contract at any time if iDeal EPOS discontinues the Support Plan.
13. Delivery of Hardware
1. Whilst iDeal 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.
2. It is the Customer’s responsibility to document, and notify iDeal EPOS of, any defects in the cosmetic condition of the Hardware within
24 hours of receiving the Hardware.
3. Provided clause 13.2 has been complied with, in the rare occasion that the Hardware is faulty or damaged on arrival, iDeal EPOS will
provide the Customer with replacement Hardware.
4. Whilst iDeal EPOS shall use reasonable endeavours to deliver the Hardware by the date specified in the Customer’s order, iDeal
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.
5. All deliveries must be signed for by the Customer or its authorised representatives. iDeal 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 iDeal EPOS with the correct address, email and mobile number to benefit from this Service.
6. It is the responsibility of the Customer to have an appropriate and authorised person available to sign for the delivery of the Hardware.
iDeal 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.
7. Delivery of your order is expected to be completed within 5-7 Working days, unless upgraded shipping is paid for (E.G Next Day Rush,
Saturday Delivery ect)
14. iDeal EPOS Hardware Warranty
1. Subject to clause 14.5, in relation to any new Hardware purchased directly from iDeal EPOS, and that is manufactured by iDeal EPOS,
iDeal 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.
2. Subject to clause 14.5, in relation to any refurbished Hardware purchased directly from iDeal EPOS, iDeal 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.
3. Each of the 12 month long warranties under clauses 14.1 and 14.2 are “Limited Warranties”.
4. Any third party hardware purchased through iDeal EPOS, will be subject to its own Warranties provided by their manufacturers details
will be given to the customer when placing the order.
5. 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.
6. Notwithstanding the above clauses, the warranties stated in this clause 14 shall not apply to:
1. any third-party hardware. Third-party hardware is any hardware that is not manufactured by iDeal EPOS, or any Hardware
which is not branded with the iDeal EPOS name and/or logo;
2. any Hardware that has been tampered with, repaired and/or modified by non-authorised personnel;
3. any Hardware where the warranty seals have been broken or altered;
4. 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;
5. 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;
6. 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;
7. any damage to the Hardware through the Customer’s neglect to protect the Hardware, Software or System from viruses;
8. any damage to the Hardware caused by an external electrical fault or any accident;
9. fraud, theft unexplained disappearance or wilful acts;
10. liquid or fluid damage or contamination of any kind; or
11. 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 iDeal EPOS Software.
7. 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 iDeal EPOS in writing within the applicable warranty period and, at the Customer’s expense, return the item to iDeal
EPOS for inspection. Within 28 days of receiving the Hardware in question, iDeal EPOS will examine the item and if covered by the
warranty, at iDeal EPOS’s discretion, iDeal 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, iDeal EPOS retains the right to replace or repair
the Hardware with refurbished or remanufactured parts. If iDeal EPOS determines that the Hardware is outside of the warranty rights,
iDeal 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).
8. Where iDeal 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.
9. If any new Hardware fails within the first 30 days of its original purchase, and is covered by a warranty, iDeal EPOS will replace the
device with new Hardware, at iDeal EPOS’s expense.
15. Swap It service
1. 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.
2. If the Customer notifies iDeal EPOS prior to 2.00pm (GMT) on a Working Day of a fault with the Hardware, iDeal EPOS will arrange for
a courier to deliver replacement Hardware (of a similar specification to the original) to be delivered the following Working Day.
3. 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.
4. If iDeal EPOS is notified of the need for a Swap It after 2.00pm (GMT) or on a non-Working Day, the replacement Hardware will be
delivered within two Working Days’ time.
5. 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.
6. The Swap It service may not be available on Hardware for which there is no iDeal EPOS warranty, for example third-party products not
manufactured by iDeal EPOS.
7. If Hardware fails outside of the first 30 days of original purchase, iDeal EPOS retains the right to replace or repair the Product with
refurbished or remanufactured parts.
8. The Customer, wherever possible, must also provide the serial number of the Hardware to be swapped when requested by an iDeal
EPOS support agent. Failure to do so may result in a refusal of the Swap It case.
9. When Hardware is returned to iDeal EPOS via a Swap It, iDeal EPOS will inspect the device to ensure that it should be replaced under
warranty. iDeal EPOS only offers the Swap It service to Hardware that is covered by an iDeal EPOS warranty. Whilst iDeal EPOS tries
to validate the warranty status before agreeing to perform a Swap It, there are occasions where iDeal EPOS perform a Swap It on
Hardware that are not covered by warranty. If it is found to be out of warranty iDeal EPOS reserves the right to raise an invoice, due
immediately, for the Customer to pay the replacement cost.
10. Hardware can be out of warranty for many reasons, including (but not limited to):
1. the warranty period has expired;
2. any of the circumstances of clause 14.5 apply; or
3. improper or insufficient cleaning and maintenance.
11. 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.
16. Refunds and return of the Products
1. No return or refund will be issued by iDeal EPOS unless the complaints procedure outlined in clause 17 is followed.
2. The Software licence fee is strictly non-refundable.
3. Any returned Products should be packed in the original packaging, with all boxes, leads, discs, adaptors and manuals. iDeal EPOS
reserves the right to charge for any damages caused in transit due to poor packaging.
4. iDeal 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.
5. 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.
6. iDeal EPOS will not process a return where any of the following apply:
1. Customer or staff training needs, i.e. where the Customer is not understanding or using the System properly;
2. the Customer not properly researching or qualifying the purchase;
3. functions that are not present or work differently than other products available in the market;
4. compatibility with third party items/systems;
5. Products that have been dispatched, configured, personalised and used;
6. the Customer shutting down the business or where the Product is surplus to requirements after delivery;
7. orders that contain bespoke or custom equipment;
8. operational problems that arise from the Customer’s internet connection / local network or other environment problems that are
out of iDeal EPOS’s control;
9. the Customer accidentally damaged the Products after delivery;
10. the Customer or a third party has misused the Products and damaged them;
11. the Customer or a third party has tried to open or tamper with the Hardware in some way;
12. the Customer no longer requires the Hardware and the Customer has personalised it;
13. if the item is sold as faulty via iDeal EPOS’s auctions or clearance;
14. if the item is part of a custom or large order;
15. the item is not returned in its original packaging;
16. the Customer has not paid the annual Software licence fee; or
17. the Products are not in ‘as new’ condition upon their purchase by the Customer.
7. iDeal EPOS shall assess the return request by using the following process:
1. iDeal 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;
2. iDeal 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
3. once the issue is identified, iDeal EPOS must be given reasonable time to resolve the issue (and with the Customer’s
assistance (where applicable) to do so).
8. The Customer is responsible for the delivery of the Products back to iDeal EPOS at the Customer’s expense, and only after the
Products have been checked by an engineer of iDeal EPOS, will any payment be agreed upon and released. Reasonable return costs
(at the cheapest available rate) will be refunded by iDeal EPOS where a fault is identified.
9. Refunds will only be made after reasonable endeavours have been made by iDeal EPOS to resolve the issue.
10. 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 iDeal EPOS.
11. For any payments made through a finance company, iDeal EPOS is only able to refund any amounts due via the finance company’s
instruction in writing.
12. Any amounts paid for on-site installations, product imports, support payments, postage, module integrations and repair and labour cost
are non-refundable.
17. Complaints Procedure
1. iDeal 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.
2. If the Customer is not entirely satisfied with the Products and/or Services, its first action should be to contact the iDeal EPOS support
team. Contact details are available at https://idealepos.co.uk/contact-us/.
3. If the issue has not been satisfactorily resolved, the Customer should then make a written complaint either by email to
support@idealepos.co.uk or by post to: Complaints, iDeal EPOS, 18, Crosby Road North, Liverpool, L22 4QF.
4. 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.
5. iDeal EPOS will respond to the initial written complaint within two Working Days, confirming that iDeal EPOS has received the
Customer’s complaint and advising the Customer of which iDeal EPOS manager will be managing the resolution.
6. 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.
7. Once the proposed resolution is understood, the assigned manager will write to the Customer documenting the resolution and
rationale behind the decision.
8. 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.
9. All sales are bound by the terms of this Agreement and iDeal 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).
10. PLEASE NOTE: iDeal EPOS does not tolerate any abusive, offensive or inappropriate behaviour or intimidation towards its staff. In the
event that the Customer does not treat iDeal EPOS’s staff in a courteous and professional manner at all times, iDeal 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.
18. Intellectual Property Rights
1. All Intellectual Property Rights and all other rights in the Products shall vest and remain vested in iDeal EPOS.
2. All Customer data (including but not limited to transactional data, sales data, product data and stock data) are owned by the Customer.
3. The Customer hereby provides iDeal 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 iDeal EPOS System
for the enhancement of existing services and the provision of new services for iDeal EPOS, its customers and partner organisations.
For the avoidance of doubt, any personally identifiable information will be anonymised and/or aggregated.
4. 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.
5. The Customer agrees not to remove deface or cover up any name plates, logos or trademarks appearing on the Products.
6. The Intellectual Property Rights in the Products supplied by iDeal EPOS may be owned by third party suppliers. Where iDeal 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.
19. Liability
1. This clause sets out the liability of each party under this Agreement and its Annexes.
2. All warranties, conditions and other terms implied by statute or common law are excluded from this Agreement to the fullest extent
permitted by law.
3. 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.
4. Subject to clause 19.3 and excluding any provisions in this Agreement where an indemnity is provided by either party:
1. 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
2. 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 iDeal EPOS giving rise to such liability.
20. Confidentiality
1. 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”).
2. 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:
1. 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;
2. 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
3. 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.
3. Nothing in this Agreement will prevent the Receiving Party from using or disclosing any Confidential Information which:
1. 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;
2. 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;
3. 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;
4. is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or
5. 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.
4. This clause 20 shall survive termination of this Agreement, however arising.
21. Data Protection
1. General Obligations. Each party will ensure that in the performance of its obligations under this Agreement it will at all times comply
with the Data Protection Act 1998 and any other applicable privacy laws and regulations.
2. Data Specification: The Customer must provide iDeal EPOS with a document setting out the (a) subject matter and duration of any
processing to be undertaken by iDeal 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.
3. 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 iDeal EPOS does not have any control over the Customer’s data protection notices, policies and Terms &
Conditions, the Customer will indemnify and keep iDeal 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 iDeal 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 iDeal EPOS under clause 21.6.
4. Data Processor. iDeal 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 iDeal EPOS shall not process the
Personal Data for any other purpose, unless required by law to which iDeal EPOS is subject, in which case iDeal 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 iDeal 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 iDeal 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.
5. Assistance. iDeal EPOS agrees to assist the Customer with all subject access requests which may be received from an endcustomer
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 iDeal EPOS. Upon request, iDeal
EPOS shall provide you with reasonably requested information within a reasonable timeframe to demonstrate its compliance with this
clause 21. iDeal 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 iDeal EPOS shall be entitled to charge a reasonable fee for such assistance.
6. Data Transfers. iDeal 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.
7. Return of Data: Upon the termination or expiry of this Agreement for any reason, iDeal EPOS shall return all Personal Data to the
Customer as requested by the Customer in writing, provided that this shall not prevent iDeal EPOS from retaining a copy to meet its
legal or regulatory obligations.
8. Sub-Processors. The Customer hereby agrees that iDeal 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.
9. 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.
10. The Customer acknowledges and agrees to the processing by iDeal 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.
11. 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.
12. iDeal EPOS cannot guarantee the recovery of Customer data where this is deleted by the Customer (or iDeal EPOS at the Customer’s
request).
22. Indemnity
1. The Customer will indemnify and keep iDeal 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 iDeal EPOS arising out of or in connection with any claim in relation to:
1. the Customer’s content or data on the iDeal EPOS System:
1. infringing a third party’s Intellectual Property Rights;
2. accuracy or completeness; and/or
3. being defamatory, offensive, in breach of privacy or data protection laws or otherwise illegal.
2. the use of the Products in a manner which causes loss, harm or damage to iDeal EPOS or any third party by the Customer or
any third party.
23. Termination
1. 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 iDeal EPOS. iDeal 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.
2. 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:
1. 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
2. an event, including (or similar in nature to) the following:
1. the Defaulting Party is unable to pay its debts as they fall due;
2. the Defaulting Party goes into liquidation either compulsorily (except for the purpose of reconstruction or
amalgamation) or voluntarily;
3. a receiver is appointed in respect of the whole or any part of the Defaulting Party;
4. 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
3. 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.
4. iDeal EPOS may terminate this Agreement with immediate effect if it reasonably believes that the Customer has infringed or will
infringe iDeal EPOS’s rights or the rights of a third party.
5. If this Agreement terminates for any reason, notwithstanding any other provision, iDeal EPOS shall have no obligation to refund the
Customer and all charges payable by the Customer to iDeal EPOS under this Agreement will become due and payable immediately.
This clause is without prejudice to any right by iDeal EPOS to claim for interest or any other right under this Agreement.
6. The Customer’s data stored within the iDeal 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 iDeal EPOS.
7. 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.
24. Force Majeure
1. 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 iDeal
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.
25. Audit
1. During the term of this Agreement and for a period of two years following its termination, upon reasonable notice to the Customer,
iDeal 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 iDeal 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 iDeal EPOS for all of its
reasonable costs incurred in the course of the audit.
2. If an audit identifies that the Customer is in breach of this Agreement, without prejudice to iDeal 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 iDeal EPOS’s then current rates).
26. Miscellaneous
1. 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.
2. It may be necessary for iDeal EPOS to update this Agreement and its terms from time to time. If the Customer continues to use iDeal
EPOS’s services after iDeal 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.
3. Subject to clause 26.2, no variation of this Agreement will be effective unless it is in writing and signed by both parties.
4. The Customer is responsible for informing iDeal EPOS of any changes to their contact details.
5. Please note that iDeal EPOS may record phone calls that we receive from the Customer for training purposes.
6. 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.
7. 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 iDeal EPOS. iDeal 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.
8. 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.
9. 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 iDeal 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.
10. 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.
11. 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.
12. This Agreement is governed by English law and the parties agree to irrevocably submit to the exclusive jurisdiction of the English
courts.
ANNEX A: iDeal EPOS Software End User License Agreement
(“EULA”)
PLEASE READ THIS EULA CAREFULLY BEFORE USING ANY iDeal EPOS SOFTWARE. BY USING ANY iDeal 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.
1. Application of this EULA
1. This EULA incorporates and supplements the iDeal EPOS Terms & Conditions (General Terms and Conditions of Trading with iDeal
EPOS) (“Agreement”) as updated from time to time. In the event of conflict between the terms of this EULA and the iDeal EPOS
Terms & Conditions, the iDeal EPOS Terms & Conditions will prevail.
2. General Use
1. The Software, Systems, interfaces, content, fonts, documentation and any data that is provided by iDeal EPOS to the Customer under
its Software licence (as may be updated or replaced by Software updates or System restore software provided by iDeal 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 iDeal EPOS System under
the terms of this Agreement and not for any other purpose.
2. iDeal EPOS retains ownership of the Software and reserves all rights not expressly granted to the Customer.
3. iDeal EPOS, at its discretion, may make available future updates to the Software for the Customer’s Epos System.
4. 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). iDeal 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 iDeal EPOS
required or performed under this Agreement. iDeal EPOS will use reasonable endeavours rectify any such loss of data or programs,
but reserves the right to charge for such services.
5. The Customer remains solely responsible for implementing adequate and industry standard virus protection measures to all parts of
the iDeal EPOS System.
6. 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.
7. 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.
8. From time to time iDeal EPOS will deprecate older operating system versions, supporting Software or Hardware minimum
specifications. iDeal 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.
3. Permitted Software licence uses and restrictions
1. 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.
2. 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 iDeal EPOS.
3. This EULA does not grant the Customer any rights to use iDeal 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 iDeal 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 iDeal EPOS Systems, or any part thereof. Any attempt to do so is a violation of the rights of iDeal
EPOS. If the Customer breaches this restriction, it may be subject to prosecution and damages.
4. The Customer may not rent, lease, lend, charge, redistribute or sub-license the iDeal EPOS Software or Software updates.
4. Termination
1. This EULA is effective until terminated in accordance with the Agreement. The Customer’s rights under this EULA will terminate
automatically without notice from iDeal 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
1. Licensed Uses and Restrictions.
1. “API” means the software set of functions and procedures that allow the creation of third-party applications to access the features or
data of iDeal EPOS’s System.
2. The iDeal EPOS APIs are owned by iDeal 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.
3. These API Terms of Use define the legal use of iDeal EPOS APIs, including all updates, revisions, substitutions, and any copies of the
iDeal EPOS APIs made by or for the Customer.
4. iDeal 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 iDeal EPOS.
5. The Customer’s right to use the iDeal EPOS APIs shall terminate immediately if iDeal EPOS disables the Customer’s access to the
iDeal EPOS APIs for any reason.
6. The Customer shall:
1. comply with any requirements or restrictions imposed on usage of client data by their respective owners. Although the iDeal
EPOS APIs can be used to provide the Customer with access to client data, neither iDeal EPOS’s provision of the iDeal EPOS
APIs to the Customer nor the Customer’s use of the iDeal 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;
2. remove from the iDeal EPOS System any client data or other information that the applicable client asks the Customer to
remove within 24 hours;
3. 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;
4. provide accurate contact details for the Customer to iDeal EPOS upon request; and
5. provide an accurate statement of intended use of the applicable API to iDeal EPOS upon request, and once provided restrict
the Customer’s activities to stay within this statement.
7. The Customer shall not:
1. Use the iDeal EPOS APIs for any application that replicates or attempts to replace the essential user experience of any iDeal
EPOS app or website;
2. attempt to cloak or conceal the Customer’s identity or the application’s identity when requesting authorisation to use iDeal
EPOS APIs;
3. cache or store any content other than for reasonable periods in order to provide the service the Customer is providing to its
clients;
4. use the iDeal EPOS APIs for any application that constitutes, promotes or is used in connection with spyware, adware, or any
other malicious programs or code;
5. use the iDeal 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;
6. use the iDeal EPOS APIs in a manner that adversely impacts the stability of iDeal EPOS.com servers or adversely impacts the
behaviour of other applications using the iDeal EPOS APIs. Further, iDeal 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;
7. sell, lease, or sublicense the iDeal EPOS APIs or access thereto or derive revenues from the use or provision of the iDeal
EPOS APIs, whether for direct commercial or monetary gain or otherwise, without prior written agreement from iDeal EPOS; or
8. serve, or allow third parties to serve, advertising materials to clients, or to collect data for the purposes of marketing or
advertising.
2. Ownership and Relationship of Parties.
1. iDeal EPOS owns all rights, title, and interest in and to the iDeal EPOS APIs. iDeal EPOS’s rights apply to the iDeal EPOS APIs and all
output and executables of the iDeal EPOS APIs, excluding any software components developed by the Customer which do not
themselves incorporate the iDeal EPOS APIs or any output or executables of the iDeal EPOS APIs.
2. 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 iDeal EPOS to the Customer.
3. These terms do not grant the Customer any right, title, or interest in any Intellectual Property Rights owned or licensed by iDeal EPOS,
including (but not limited to) the iDeal EPOS APIs and iDeal EPOS trademarks.
3. API Support
1. iDeal EPOS may elect to provide the Customer with support or modifications for the iDeal EPOS APIs (collectively, “API Support”), in
its sole discretion, and may terminate such API Support at any time without providing notice to the Customer.
2. iDeal EPOS may change, suspend, or discontinue any aspect of the iDeal EPOS APIs at any time, including the availability of any
iDeal EPOS APIs.
3. iDeal EPOS may also impose limits on certain features and services or restrict the Customer’s access to parts or all of the iDeal EPOS
APIs or the iDeal EPOS website without notice or liability.
4. Payment
1. iDeal EPOS retains the right to charge for use of the APIs on a recurring basis upon notifying the Customer in advance. iDeal 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 iDeal EPOS.
2. Where payment is not received, iDeal EPOS reserves the right to exercise its rights for late payment detailed in the Agreement.
5. Disclaimer of Warranties
1. Some of the iDeal EPOS APIs may be experimental and not tested in any manner. iDeal EPOS does not represent or warrant that any
iDeal EPOS APIs are free of inaccuracies, errors, bugs, or interruptions, or are reliable, accurate, complete, or otherwise valid.
2. The iDeal EPOS APIs are provided ‘as is’ with no warranty, express or implied, of any kind. iDeal 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.
3. The Customer’s use of the iDeal 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 iDeal EPOS APIs including, but not limited to, any damage to the Customer’s
computer system or loss of data.
4. It remains the Customer’s responsibility to verify the integrity and accuracy of any data accessed, edited or supplied through an API.