Terms and Conditions

General Terms and Conditions of Trading with Breckland Retail Services

THESE TERMS & CONDITIONS SET OUT THE TERMS ON WHICH YOU WILL BE BOUND IF YOU PURCHASE PRODUCTS AND/OR SERVICES FROM BRECKLAND RETAIL SERVICES. PLEASE READ THESE TERMS & CONDITIONS CAREFULLY AS THEY WILL GOVERN OUR RELATIONSHIP WITH YOU.

  1. Parties
    1. BRECKLAND RETAIL SERVICES LIMITED is a company registered in England (company no. 11060290) with its registered address at 5, Brailsford Close, Dereham, Norfolk, NR20 3TJ, England (“Breckland Retail Services”); and
    2. You are the customer who has engaged Breckland Retail Services to purchase 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”):
      1. Hardware: any hardware provided by Breckland Retail Services, including point of sale terminals, receipt printers, cash drawers and epos peripherals;
      2. Intellectual Property Rights:any patents, copyright, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs (whether registered or unregistered) database rights, topography rights, moral rights, rights in confidential information (including without limitation, know-how and trade secrets) and any other intellectual property rights or industrial property rights, in each case whether registered or unregistered and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world;
      3. Product: any Hardware and/or Software;
      4. Professional Services: means all projects that are scoped out under the name ‘Professional Services’ in an order or Statement of Work;
      5. Return to Base: means that the Customer is required at their cost to send any Hardware with a fault or defect back to Breckland Retail Services’s designated location to undertake testing of the Hardware;
      6. Services:the services to be provided by Breckland Retail Services to the Customer under this Agreement, as agreed by the parties in writing. This can include: support, maintenance and installation of the Products;
      7. Software:any point of sale software provided by Breckland Retail Services for use with the Hardware or any third party hardware;
      8. Statement of Work:a document entered into by the parties which incorporates the terms of this Agreement and provides further specifications for the Services;
      9. Support Plan: the ‘Standard’ support plan or ‘Premium’ support plan for the maintenance and upkeep of the Software, as further detailed in clause 10;
      10. System:the Breckland Retail Services applications, interfaces and technical systems, including any Software and any related manuals;
      11. Working Days: Monday to Friday (excluding any bank or public holidays in England); and
      12. Working Hours: 9am to 5pm GMT on a Working Day.
    2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
    3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
    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.
    5. In the event of conflict between this Agreement and any Statement of Work, the Statement of Work will prevail.
    6. 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 Breckland Retail Services 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 Breckland Retail Services and Breckland Retail Services 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 Breckland Retail Services 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 Breckland Retail Services
    1. Breckland Retail Services shall provide information about its Products and Services to help inform the Customer’s basis of its purchase and,if requested by the Customer, Breckland Retail Services may provide a full demo of its Software on a free of charge basis.
    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.
    3. Upon the Customer’s request, Breckland Retail Services 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 Breckland Retail Services.
    4. Any advice or recommendation given by Breckland Retail Services 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 Breckland Retail Services is followed or acted upon at the Customer’s own risk, and accordingly Breckland Retail Services 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 Breckland Retail Services shall be subject to correction without any liability on the part of Breckland Retail Services.
    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 Breckland Retail Services 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 Breckland Retail Services at all times), title to any Products ordered by the Customer shall pass to the Customer upon Breckland Retail Services receiving payment in full for those Products.
  5. Fees
    1. All Product and Service pricing is provided in ‘good faith’ by Breckland Retail Services. 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 Breckland Retail Services representatives and/or in Breckland Retail Services’s sales literature.
    2. The Customer will reimburse Breckland Retail Services for any travel, subsistence and living expenses reasonably incurred for the performance of the Services, which Breckland Retail Services 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 Breckland Retail Services in cleared funds.
    4. All prices Breckland Retail Services quotes are exclusive of VAT (or such other applicable sales tax in force from time to time). Where VAT is payable by the Customer, this will be added to the invoice in addition to the fees.
    5. Without prejudice to any other right or remedy that Breckland Retail Services may have, if the Customer fails to pay Breckland Retail Services by the relevant invoice due date, Breckland Retail Services 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 Breckland Retail Services shall be entitled at any time to require the Customer to ‘deliver-up’ the Products to Breckland Retail Services and, if it fails to do so, theCustomer acknowledges and agrees that Breckland Retail Services 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 Breckland Retail Services 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 Breckland Retail Services to the Customer (subject to availability), which will consist of up to 4 hours of training, email and/or live chat support. Any additional Professional Services, further training, on-site support and/or custom work required will be subject to a professional services fee (which will be quoted on application) at the then current Breckland Retail Services day / hour rates. All Professional Services exclude travel, subsistence and living expenses, which shall be invoiced separately in accordancewith 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 Breckland Retail Services’s then current rates.
  6. Customer Responsibilities
    1. The Customer will be responsible for installing the Hardware (unless otherwise agreed in writing with Breckland Retail Services) and will keep the Hardware in the environmental conditions recommended by Breckland Retail Services 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 Breckland Retail Services’s instructions from time to time. The Customer will ensure that only personnel authorised by Breckland Retail Services 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 Breckland Retail Services with such information and assistance concerning the Hardware, its application, use, location and environment as Breckland Retail Services may reasonably require to enable it to carry out the Support Plan.
    4. The Customer will immediately notify Breckland Retail Services if there is any failure of the Hardware or the System and will allow Breckland Retail Services 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 Breckland Retail Services to provide Breckland Retail Services 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. Breckland Retail Services shall not be responsible for any unauthorised access to the System by means of hacking, any unauthorised access of the Hardware withintent 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 Breckland Retail Services 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. Breckland Retail Services’s Products require a connection to the internet / local network at least once a month during startup to activate the license. Where no internet / local network is available, then a code can be requested and used. It is the Customer’s responsibility to ensure that it has an appropriate internet / local network connection in place prior to installation to take advantage of the remote support. The recommended internet speeds are a minimum 3Mbps download speed and 0.6Mbps upload speed to allow remote support. 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 Breckland Retail Services 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. Breckland Retail Services cannot be held responsible if we are unable to offer support based 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 Breckland Retail Services Systems and should be considered when selecting a wifi solution.
    6. Breckland Retail Services Systems are designed to work offline, but where no network connection (LAN or WAN) is available or the network connection is unreliable, some functionality may be reduced.
    7. Where Customer devices are used offline for long periods, the Customer must ensure that such devices are regularly (at least every 28 days) connected to the internet to ensure the software license is checked with its servers.
  8. Monthly Fee: Hardware without up-front costs
    1. Breckland Retail Services offers a monthly fee subscription option for the provision of the Products, where by it will supply Hardware and/or Software solutions with an upfront cost. For this option, a deposit is taken for the hardware and 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 12 month contract, with the monthly fee reducing down to the support fee mentioned in the agreement (unless notified to the Customer by Breckland Retail Services 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. Breckland Retail Services may offer the ability to rent the Products from Breckland Retail Services 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 £600 (excluding VAT) per point of sale terminal will be taken in addition to the first month’s rental fee. If the rental period is greater than one month, the subsequent payments will be due in one month intervals, starting from the first date of the rental period.
    3. Breckland Retail Services 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 ten working days of the end of the rental period.
    6. Breckland Retail Services may offer to collect the Hardware, however, it is the Customer’s responsibility to document the cosmetic condition before the Hardware is collected by Breckland Retail Services (or Breckland Retail Services’s third-party courier).
    7. For each day after the ten Working Days from the end of the rental period that Breckland Retail Services has not received the Hardware, Breckland Retail Services will charge an additional £30 (ex vat) per item.
    8. Upon return of the Hardware, Breckland Retail Services 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, Breckland Retail Services 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, Breckland Retail Services 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. Support Plan
    1. Breckland Retail Services offers two optional Support Plans:
      1. Standard Support, which shall include:
        1. Access to the Breckland Retail Services support portal;
        2. Remote technical and support in the eight hour window defined in the agreement from Breckland Retail Services’s UK call centre;
        3. Software updates at a time that is convenient to the customer;
        4. email support;
        5. encrypted backup of transaction data;
        6. Return to Base’ Warranty;
        7. remote training for all Customer staff.
      2. Premium Support, which shall include the contents of the Standard Support Plan and:
        1. Up to a 12 hour window to receive Remote technical and support; and
        2. Priority email support 7 days a week.
    2. The Customer can upgrade to a Support Plan at any time by contacting Breckland Retail Services. If the Customer is already part-way into a Standard Support Plan contract, this existing contract will be cancelled and replaced by the Premium Support contract.
    3. Where the Customer has paid for a Standard Support Plan contract and wishes to upgrade to a Premium Support Plan, the remaining term of the Standard Support Plan will be discounted from the Premium Support plan’s payment on a pro rata basis. The Premium Support Plan contract shall continue for at least one year from the date of taking out the Premium Support Plan.
    4. All Support Plans are contracts for 12 month periods and are governed by the terms of this Agreement.
    5. The Customer can choose to either pay the Support Plan annually in advance or on a monthly basis. Where the Customer chooses to pay for the Support Plan on a monthly basis, it must provide recurring payment details either through a direct debit or standing order. Payments are due each month, on the same day of the month that the Support Plan was purchased.
    6. Breckland Retail Services will attempt to take the payment each month through its payment providers. Where a payment fails, Breckland Retail Services will attempt to take the payment again. If a payment continues to fail, Breckland Retail Services retains the right to restrict access to the ICG or Enigma Software for all of the Customer’s licenses, locations and devices until all outstanding payments are made in full.
    7. If the Customer wishes to cancel its Support Plan part-way through the annual contract, it will be liable to pay a charge calculated by multiplying the number of months remaining on the contract by the monthly payment.
    8. Breckland Retail Services 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.
    9. If the Customer has a Support Plan but uses third party hardware, Breckland Retail Services will use reasonable endeavours to resolve any software compatibility issues, but any hardware maintenance issues will be the Customer’s sole responsibility.
  11. Support Plan Renewal & Cancellation
    1. After one year (and each subsequent year), the Customer’s Support Plan will automatically renew for another year unless the Customer advises Breckland Retail Services 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 Breckland Retail Services that it does not wish to continue the Support Plan, Breckland Retail Services will cancel the Support Plan contract with no penalty to the Customer.
    3. To continue to use the Breckland Retail Services Software after cancellation, the Customer must either pay the annual Support Plan licence fee or sign up to another Support Plan.
    4. Breckland Retail Services may also choose to end the Support Plan contract at any time if Breckland Retail Services discontinues the Support Plan.
  12. Delivery and Installation of Hardware
    1. Whilst Breckland Retail Services 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 Breckland Retail Services of, any defects in the cosmetic condition of the Hardware within 24 hours of receiving the Hardware.
    3. Provided clause 12.2 has been complied with, in the rare occasion that the Hardware is faulty or damaged on arrival, Breckland Retail Services will provide the Customer with replacement Hardware.
    4. Whilst Breckland Retail Services shall use reasonable endeavours to deliver the Hardware by the date specified in the Customer's order, Breckland Retail Services 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. Breckland Retail Services’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 Breckland Retail Services 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. Breckland Retail Services 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. Where a customer chooses to have the hardware installed by a Breckland Retail Services engineer, they will arrange a time that is convenient for the customer.
    8. All installations will have a price agreed in the proposal and full payment of the deposit will be required to secure the installation date.
    9. Where software is to be installed on existing hardware, it is the customers responsibility to ensure that the third party or existing hardware is in full working condition.
    10. Breckland Retail Services have the right to charge for additional services or fees caused by incorrectly configured existing hardware, including but not limited to pos equipment and wireless devices.
    11. Breckland Retail Services will not be responsible for supporting or having to maintain hardware that is not supplied by them.
  13. Breckland Retail Services Hardware Warranty
    1. Subject to clause 13.5, in relation to any new Hardware purchased directly from Breckland Retail Services, and that is manufactured by Breckland Retail Services, Breckland Retail Services warrants that such Hardware will be of good, satisfactory quality and free of any material defects for a period of 24 months from the date of the delivery of the Hardware to the Customer or installation.
    2. Subject to clause 13.5, in relation to any refurbished Hardware purchased directly from Breckland Retail Services, Breckland Retail Services 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 24 months from the date of the delivery of the Products.
    3. Each of the 24 month long warranties under clauses 13.1 and 13.2 are “Limited Warranties”.
    4. 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.
    5. Notwithstanding the above clauses, the warranties stated in this clause 13 shall not apply to:
      1. any third-party hardware. Third-party hardware is any hardware that is not manufactured by Breckland Retail Services, or any Hardware which is not branded with the Breckland Retail Services 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 andgradual 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 powersurges;
      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 Breckland Retail Services Software.
    6. 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 Breckland Retail Services in writing within the applicable warranty period and, at the Customer’s expense, return the item to Breckland Retail Services for inspection. Within 28 days of receiving the Hardware in question, Breckland Retail Services will examine the item and if covered by the warranty, at Breckland Retail Services’s discretion, Breckland Retail Services 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, Breckland Retail Services retains the right to replace or repair the Hardware with refurbished or remanufactured parts. If Breckland Retail Services determines that the Hardware is outside of the warranty rights, Breckland Retail Services 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).
    7. Where Breckland Retail Services 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.
    8. If any new Hardware fails within the first 30 days of its original purchase, and is covered by a warranty, Breckland Retail Services will replace the device with new Hardware, at Breckland Retail Services’s expense.
  14. Refunds and return of the Products
    1. No return or refund will be issued by Breckland Retail Services unless the complaints procedure outlined in clause 15 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. Breckland Retail Services reserves the right to charge for any damages caused in transit due to poor packaging.
    4. Breckland Retail Services 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. Breckland Retail Services 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 Breckland Retail Services’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 Hardwareand the Customer has personalised it;
      13. if the item is sold as faulty via Breckland Retail Services’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. Breckland Retail Services shall assess the return request by using the following process:
      1. Breckland Retail Services 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. Breckland Retail Services 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, Breckland Retail Services 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 Breckland Retail Services at the Customer’s expense, and only after the Products have been checked by an engineer of Breckland Retail Services, will any payment be agreed upon and released. Reasonable return costs (at the cheapest available rate) will be refunded by Breckland Retail Services where a fault is identified.
    9. Refunds will only be made after reasonable endeavours have been made by Breckland Retail Services 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 Breckland Retail Services.
    11. For any payments made through a finance company, Breckland Retail Services 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.
  15. Complaints Procedure
    1. Breckland Retail Services 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 Breckland Retail Services support team. Contact details are available at www.eposnow.com/uk/contact-us.
    3. If the issue has not been satisfactorily resolved, the Customer should then make a written complaint either by email to This email address is being protected from spambots. You need JavaScript enabled to view it. or by post to: Complaints, Breckland Retail Services, 5 Brailsford Close, Dereham, NR20 3TJ.
    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. Breckland Retail Services will respond to the initial written complaint within two Working Days, confirming that Breckland Retail Services has received the Customer’s complaint and advising the Customer of which Breckland Retail Services 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 Breckland Retail Services 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: Breckland Retail Services does not tolerate any abusive, offensive or inappropriate behaviour or intimidation towards its staff. In the event that the Customer does not treat Breckland Retail Services’s staff in a courteous and professional manner at all times, Breckland Retail Services 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.
  16. Intellectual Property Rights
    1. All Intellectual Property Rights and all other rights in the Products shall vest and remain vested in Breckland Retail Services.
    2. 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.
    3. The Customer agrees not to remove deface or cover up any name plates, logos or trade marks appearing on the Products.
    4. The Intellectual Property Rights in the Products supplied by Breckland Retail Services may be owned by third party suppliers. Where Breckland Retail Services 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.
  17. 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 17.3 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 Breckland Retail Services giving rise to such liability.
  18. 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.
  19. Data Protection
    1. 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. 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 and that Breckland Retail Services has no liability for the loss, corruption or interception of any such data.
    3. Breckland Retail Services cannot guarantee the recovery of Customer data where this is deleted by the Customer (or Breckland Retail Services at the Customer’s request).
  20. Indemnity
    1. The Customer will indemnify and keep Breckland Retail Services 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 Breckland Retail Services arising out of or in connection with any claim in relation to:
      1. the Customer’s content or data on the Breckland Retail Services 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 Breckland Retail Services or any third party by the Customer or any third party.
  21. 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 Breckland Retail Services. Breckland Retail Services 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 asubstantial part of its business.
    3. Breckland Retail Services may terminate this Agreement with immediate effect if it reasonably believes that the Customer has infringed or will infringe Breckland Retail Services’s rights or the rights of a third party.
    4. If this Agreement terminates for any reason, notwithstanding any other provision, Breckland Retail Services shall have no obligation to refund the Customer and all charges payable by the Customer to Breckland Retail Services under this Agreement will become due and payable immediately. This clause is without prejudice to any right by Breckland Retail Services to claim for interest or any other right under this Agreement.
    5. The Customer’s data stored within the Breckland Retail Services 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 Breckland Retail Services.
    6. 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.
  22. 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 Breckland Retail Services), 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.
  23. Audit
    1. During the term of this Agreement and for a period of two years following its termination, upon reasonable notice to the Customer, Breckland Retail Services 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 Breckland Retail Services (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 23.1, unless the audit identifies a material default by the Customer, in which case the Customer will reimburse Breckland Retail Services 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 Breckland Retail Services’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 Breckland Retail Services’s then current rates).
  24. 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 ornegligently) 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 Breckland Retail Services to update this Agreement and its terms from time to time. If the Customer continues to use Breckland Retail Services’s services after Breckland Retail Services 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 24.2, 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 Breckland Retail Services of any changes to their contact details.
    5. Please note that Breckland Retail Services 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 Breckland Retail Services. Breckland Retail Services 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 Breckland Retail Services 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: Breckland Retail Services Software End User License Agreement (“EULA”)

PLEASE READ THIS EULA CAREFULLY BEFORE USING ANY Breckland Retail Services SOFTWARE. BY USING ANY Breckland Retail Services 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 Breckland Retail Services Terms & Conditions (General Terms and Conditions of Trading with Breckland Retail Services) (“Agreement”) as updated from time to time. In the event of conflict between the terms of this EULA and the Breckland Retail Services Terms & Conditions, the Breckland Retail Services Terms & Conditions will prevail.
    2. General Use
      1. The Software, Systems, interfaces, content, fonts, documentation and any data that is provided by Breckland Retail Services to the Customer under its Software licence (as may be updated or replaced by Software updates or System restore software provided by Breckland Retail Services 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 Breckland Retail Services System under the terms of this Agreement and not for any other purpose.
      2. Breckland Retail Services retains ownership of the Software and reserves all rights not expressly granted to the Customer.
      3. Breckland Retail Services, 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). Breckland Retail Services 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 Breckland Retail Services required or performed under this Agreement. Breckland Retail Services 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 Breckland Retail Services 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 Breckland Retail Services will deprecate older operating system versions, supporting Software or Hardware minimum specifications. Breckland Retail Services 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 Breckland Retail Services.
      3. This EULA does not grant the Customer any rights to use Breckland Retail Services 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 Breckland Retail Services 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 Breckland Retail Services Systems, or any part thereof. Any attempt to do so is a violation of the rights of Breckland Retail Services. 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 Breckland Retail Services 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 Breckland Retail Services 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.

 

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