Terms and Conditions 

GENERAL TERMS AND CONDITIONS

Definitions

In these terms and conditions, unless the context otherwise requires :

"Addendum" means a written document signed by authorised representative(s) of Digipos Store Solutions Ltd and the Customer setting out any agreed changes to these terms and conditions or a Contract;

“Agreed Delivery Schedule” means a written document signed by authorised representative(s) of Digipos Store Solutions Ltd and the Customer setting out setting out the time, place and manner of delivery of Hardware and Services as set out in our written quotation. 

"Digipos Store Solutions Ltd " means Digipos Store Solutions Ltd  and any undertaking which is from time to time, a subsidiary undertaking of Digipos Store Solutions Ltd , a parent undertaking of Digipos Store Solutions Ltd  or a subsidiary undertaking of a parent undertaking of Digipos Store Solutions Ltd , as those terms are construed in accordance with section 258 of the Companies Act 1985 (as amended);

"Consumables" means items designated as consumables by the manufacturer or replaced periodically, such as toner cartridges;

"Contract" means the contract that is created between us when we issue our written order acceptance in respect of a Quotation on the terms and conditions set out in this document and any terms and conditions set out in the Quotation and/or Addendum thereto and/or the agreed delivery schedule and/or Equipment Lease Agreement relating to that Contract;

"Equipment Lease Agreement" means an agreement between Customer and Digipos Store Solutions Ltd  relating to the hire or rental  of Hardware; "Hardware" means the hardware and other equipment specified in a Quotation; "Hours of Cover" means (unless otherwise stated in a Quotation) the hours between 0900 and 1700 Monday to Friday, excluding public holidays in England; “Pilot Site Sign-off” means a document signed by you confirming your acceptance of the Hardware and Software (whether operating, application or ancillary) provided by us under the Contract as being fit for the purpose when used in conjunction with hardware or software provided by you or another Third party and ancillary to the Contract. "Quotation" in relation to any Contract, means our written quotation (which will be valid for the period set out in the Quotation) inviting you to order  goods and/or services from us which when accepted in writing by Digipos Store Solutions Ltd  will create a Contract between us; "Services" means the services that we agree to supply to you under a Contract (including implementation, training, consultancy, maintenance and support or other services) as specified in a Quotation; "Third Party Software" means software set out in a Quotation (including operating system software) in which the intellectual property rights are not owned by us and are licensed direct to you by a third party or sub-licensed by Digipos Store Solutions Ltd ; "Your Premises" means the premises at which goods, software and/or services ordered by you from us are to be supplied as set out in the Quotation.

References to any gender includes any other gender, the plural shall include the singular and bodies corporate shall include unincorporated bodies and (in each case) vice versa.

Reference to any statute, enactment, order, regulation or other similar instrument shall be construed to include a reference to the statute, enactment, order, regulation, or instrument as from time to time amended, extended, re-enacted or consolidated; and all statutory instruments, orders, regulations or instruments made pursuant to it.
 

Terms and Conditions Applicable to Third Party Software

Third Party Software is supplied by us on and subject to the written terms and conditions of the suppliers to us of such software, copies of which are available on request. You agree to comply with such terms and conditions.

Other than any liability which we may have to provide you with Software Maintenance Services or Hardware Support Services in relation to it, our liability in respect of Third Party Software is limited to assigning to you (insofar as we are legally permitted to do so) the benefit of the terms and conditions upon which the Third Party Software has been supplied to us.

Prices and Payment

The prices in a Quotation referable to Hardware and/or Services are subject to revision by us to reflect any increase in the cost to us of supplying the Hardware which is due to any factor beyond our control including, without limitation, any foreign exchange fluctuation, changes in duties, significant increase in the cost of labour, materials or other costs of manufacture, and any increases in the prices charged to us by the relevant manufacturer, agent or dealer for the Hardware in question.

Unless otherwise stated in a Quotation:-the price of Services is payable either in advance or in arrears, depending on the nature of the Service;

any other sum due from you to us may be invoiced by us at any  time and are payable 30 days after date of invoice. We may charge you for all travel and subsistence expenses incurred by our employees, agents or subcontractors in attending your premises at your request (unless such attendance is part of a Service which we have agreed to provide or is made necessary by our default). Travel expenses shall be charged at our then current business mileage rate for travel by car, and at cost plus 10% for travel by public transport. All prices quoted by us are exclusive of value added tax or other similar sales taxes and any export or import duties. All our invoices are payable without regard to any equity, set-off or counterclaim and, without prejudice to our other rights and remedies, we may charge interest on amounts not paid when due at the rate of 6% per annum above the base rate (varying) of our bankers from time to time from the due date for payment to the actual date of payment, whether before or after judgment.

Your Obligations

Throughout the continuance of any Contract between us you will, without charge to us: be responsible for: the provision and maintenance of the operational and environmental conditions necessary for the proper functioning of  the equipment and operating system software; ensuring day  to day maintenance, management and housekeeping of your business systems; procuring the maintenance of such equipment in the manner from time to time prescribed by its suppliers (except where we are providing preventative maintenance services in respect of it); communication links between the equipment on or in conjunction with which  Third Party Software are used and any printer or other computer or terminal, the resolution of any printing difficulties and any wiring and cabling required; the safe custody of Digipos Store Solutions Ltd  equipment and documents on Your Premises; ensure that the hardware and operating system software are operated in a proper manner by competent trained employees, or by persons under their supervision, and that any hardware (and operating system software) not supplied and/or maintained by us is compatible with hardware (and operating system software) supplied and/or maintained by Digipos Store Solutions Ltd and the Third Party Software used on or in conjunction with it; in connection with the performance of our obligations, permit our personnel and all others authorised by us to enter and work on Your Premises at all times during the Hours of Cover and, on us giving you not less than 7 days' prior warning, outside the Hours of Cover; provide us with such facilities at Your Premises (including computer consumables, storage, and communications facilities), documentation, personnel and time on your computer equipment as we may reasonably request, the writing of any user documentation required for the installation, commissioning and testing of hardware  installations, the training of your personnel  with regard to the performance of our hardware maintenance services and  warranty obligations; co-operate fully with our personnel and provide them with such secure storage space, desks, typing and other office facilities at Your Premises as we may reasonably request to enable us to fulfil our obligations to you; fully comply with and implement our procedures for remote diagnostics of which we advise you from time to time and, upon request, install and maintain in good working order a communications circuit as described in the Quotation between us and the equipment on which  Third Party Software is installed and provide us with any valid user passwords necessary to gain access to that equipment and its associated operating system software; authorise us to have access to other programs on the equipment on which Third Party Software is installed, insofar as you are legally permitted to do so and such access is reasonably required by us in the performance of our obligations to you; maintain full security copies of all programs (including Third Party Software and any operating system software) and data used on or in conjunction with the equipment with which Digipos Store Solutions Ltd is providing maintenance services; appoint a competent person who will act as your representative and who will be responsible for providing any information, data and facilities which may be required by us for the purposes of any Contract with you; indemnify us against injury (including death) to any persons and any loss of or damage to any property caused by any negligent or wilful act or omission of you, your employees, agents, contractors or sub-contractors; comply with all your other obligations under any Contract with us.

Intellectual Property Rights and Confidentiality

All Digipos Store Solutions Ltd manuals, specifications and documentation relating to Digipos Store Solutions Ltd  Services (all of which are together and individually referred to in this clause and the next clause as "the Information") and the copyright and all other intellectual property rights of whatever nature in the Information are and remain vested in us or our third party licensors. You will at all times (notwithstanding the termination of any Contract between us for whatever reason): take all reasonable steps to maintain the confidentiality of the Information; ensure that, unless we give our prior written consent, neither you nor any of your personnel from time to time having access to the Information, copies or duplicates the Information or any part of it or divulges or makes any disclosure relating to any part of the Information to any third party (whether during or after their employment by you); maintain adequate security measures to safeguard the Information from theft, and from access by any person other than your employees in the normal course of their employment; except as expressly permitted under Section 50B of the Copyright, Designs and Patents Act 1988 not copy, alter, modify or adapt the Information in any way whatsoever,; in particular, not (and you will use your best endeavours to procure that no person other than our personnel will) access, use, copy, alter, modify or adapt any documentation provided by Digipos Store Solutions Ltd in support of the provision of the hardware and/or  maintenance services; promptly bring to our attention any infringement of our rights in, or any unauthorised use of, the Information, of which you become aware. Each of us will at all times (notwithstanding the termination of any Contract between us for whatever reason) keep confidential all information and data relating to the business affairs of the other obtained under or in connection with any Contract between us and will not divulge such information or data to any third party without the prior written consent of the other. Each of us may, however, divulge such confidential information and data to those of our employees who are directly involved in the Contract concerned but will ensure that those employees are aware of and use all reasonable efforts to ensure that they comply with these obligations as to confidentiality. For the purposes of these terms and conditions, "confidential information" shall not include information that: was already known prior to receipt by the recipient was in the public domain at the time of receipt by the recipient party or has subsequently entered into the public domain other than by reason of a breach of the provisions of this clause or any         obligations of confidence owed by the recipient party to the disclosing party; is required to be disclosed by law, regulation, court order or regulators. You agree that we may name you as a customer in our promotional materials with your prior written consent (such consent not to be unreasonably withheld or delayed).

We will indemnify you against all costs, claims, demands, expenses and liabilities arising out of or in connection with the normal use or possession of the Information infringing any copyright of any third party which is effective in the United Kingdom provided that you promptly give us notice of any infringement claim to which this indemnity may apply, give us immediate and complete control of, and all reasonable assistance in connection with, the defence of the claim and all negotiations for its settlement or compromise and do not prejudice the defence of the claim and provided also that the infringement does not arise as a result of the use of the Information in combination with any equipment or software not supplied or approved in writing by us. We are entitled, at our cost, to replace or change the Information in order to avoid any infringement. This clause 7.1 states our entire liability to you in respect of the infringement of the intellectual property rights (of whatever nature) of any third party.

You will indemnify us against all costs, claims, demands, expenses and liabilities arising out of or in connection with any claim that our use of any information or material supplied by you to enable us to create Bespoke Software and/or user documentation infringes the intellectual property rights (of whatever nature) of any third party.

Time

Whilst we will use reasonable efforts to meet times given or quoted, any times given for delivery of goods, software and services and for performance of our obligations are approximate only and time is not, and shall not be made, of the essence for such delivery or performance.

Force Majeure

Neither of us will be under any liability whatsoever for non-performance of our respective obligations (other than payment or indemnity obligations) caused by or resulting from industrial disputes or any other circumstances beyond our respective reasonable control (including in our case, without limitation, power supply failure, telecommunications failure and failure of suppliers to meet delivery requirements). If any of these circumstances prevents due performance of a party's obligations then performance of those obligations is suspended for the duration of the circumstances. If such circumstances make it impossible within a reasonable time for the party claiming relief under this clause wholly or substantially to perform its obligations to the other the Contract may be terminated by the other on giving notice to the party claiming relief under this clause. Neither of us is liable to the other by reason of such termination save that you shall pay any of our invoices that are outstanding under the Contract and a reasonable sum in respect of any work undertaken by us prior to termination in respect of which we have not already issued an invoice to you.

If we are obliged to spend additional time or incur additional expenses in the performance of any of our obligations to you because of any act or omission by you or any of your employees, agents, contractors or sub-contractors (including the supply of any incorrect or inadequate