a. The definitions and rules of interpretation in this clause apply in this Customer Contract (“Agreement”):
Data Protection Laws: means within the EU the EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the General Data Protection Regulation 2016/679 (GDPR) from 25 May 2018 and laws implementing or supplementing the GDPR (in the United Kingdom by the Data Protection Act 2018), and to the extent applicable, the data protection or privacy laws of any other country. ‘Personal Data’ shall have the meaning defined by the applicable Data Protection Laws;
Device: any single item of Hardware provided by TILLTECH SYSTEMS to the Customer;
Hardware: any hardware provided by TILLTECH SYSTEMS, including without limitation, point of sale terminals, receipt printers, cash drawers, Wi-Fi units and epos peripherals;
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;
Product: any Hardware and/or Software;
Professional Services: means all projects that are scoped out under the name ‘Professional Services’ in an order or Statement of Work;
Return to Base: means that the Customer is required to send any Hardware with a fault or defect back to TILLTECH SYSTEMS’s designated location to undertake testing of the Hardware;
SAAS Plan(s): means any software-as-a-service plan offered by TILLTECH SYSTEMS;
Services: the services to be provided by TILLTECH SYSTEMS to the Customer under this Agreement, as agreed by the parties in writing. This can include: support, maintenance and installation of the Products;
Software: any point of sale software provided by TILLTECH SYSTEMS for use with the Hardware or any third party hardware;
Statement of Work: a document entered into by the parties which incorporates the terms of this Agreement and provides further specifications for the Services;
Support Plan: the ‘Standard’ support plan or ‘Premium’ support plan for the maintenance and upkeep of the Software, as further detailed in clause 11;
System: the TILLTECH SYSTEMS applications, interfaces and technical systems, including any Software and any related manuals;
Working Days: Monday to Friday (excluding any bank or public holidays in England); and
Working Hours: 9am to 6pm GMT on a Working Day.
1. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
2. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
3. 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.
4. In the event of conflict between this Agreement and any Statement of Work, the Statement of Work will prevail.
5. A reference to ‘writing’ or ‘written’ includes faxes and email unless stated otherwise.
1. This Agreement shall apply to any Products and/or Services provided by TILLTECH SYSTEMS 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 TILLTECH SYSTEMS and TILLTECH SYSTEMS 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 TILLTECH SYSTEMS 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.
5. Notwithstanding any other provision in this Agreement, the duration of any Software licence (“SaaS Period”) and/or any Hardware rental period (“HaaS Period”) shall be as agreed by the parties in writing (minimum 30 day rolling contract).
a. TILLTECH SYSTEMS shall provide information about its Products and Services to help inform the Customer’s basis of its purchase and, if requested by the Customer, TILLTECH SYSTEMS will provide a full demo of its Software on a free of charge basis.
b. Notwithstanding clause 4.a, 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.
c. Upon the Customer’s request, TILLTECH SYSTEMS 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 TILLTECH SYSTEMS.
d. Any advice or recommendation given by TILLTECH SYSTEMS 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 TILLTECH SYSTEMS is followed or acted upon at the Customer’s own risk, and accordingly TILLTECH SYSTEMS shall not be liable for any such advice or recommendation which is not so confirmed in writing.
e. 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 TILLTECH SYSTEMS shall be subject to correction without any liability on the part of TILLTECH SYSTEMS.
f. The Customer will assume the risk for the Products once they have been delivered to the delivery address specified in the Customer’s order.
All descriptions, specifications, photographs, weights, dimensions, capacities, prices, performance ratings and other information quoted (whether online or in hard copy format) in TillTech Systems’ portfolio or included in any sales literature, quotation, price list, acknowledgement of order, invoice or other document are deemed approximate only (except where stated in writing to be exact) and shall not form part of the contract or Order or Services Proposal other than as approximations
Any typographical, clerical or other error or omission in any sales literature, portfolio, quotation, price list, acknowledgement of order, invoice or other document (whether hard or electronic copy) or information issued by TillTech Systems shall be subject to correction by TillTech Systems without liability.
a. All Product and Service pricing is provided in ‘good faith’ by TILLTECH SYSTEMS. 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 TILLTECH SYSTEMS representatives and/or in TILLTECH SYSTEMS’s sales literature.
b. Pricing for our SAAS Plans and Support Plan charges (sections 11 and 12) will vary and pricing will increase dependent upon: (i) number of locations. In these terms and conditions any pricing given is to licence or support a single location.
c. The Customer will reimburse TILLTECH SYSTEMS for any travel, subsistence and living expenses reasonably incurred for the performance of the Services, which TILLTECH SYSTEMS shall quote and agree in advance with the Customer where such expenses are reasonably foreseeable.
a. The Customer will be responsible for installing the Hardware (unless otherwise agreed in writing with TILLTECH SYSTEMS) and will keep the Hardware in the environmental conditions recommended by TILLTECH SYSTEMS and ensure that the external surfaces, cables and fittings of the Hardware are kept in good, clean condition.
b. The Customer will ensure that the Hardware is only used by properly trained staff in accordance with TILLTECH SYSTEMS’s instructions from time to time. The Customer will ensure that only personnel authorised by TILLTECH SYSTEMS adjust, modify, configure, maintain, repair, replace or remove any part of the Hardware.
c. The Customer will maintain adequate records of the use, maintenance and malfunction of the Hardware and will provide TILLTECH SYSTEMS with such information and assistance concerning the Hardware, its application, use, location and environment as TILLTECH SYSTEMS may reasonably require to enable it to carry out the Support Plan.
d. The Customer will immediately notify TILLTECH SYSTEMS if there is any failure of the Hardware or the System and will allow TILLTECH SYSTEMS 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 TILLTECH SYSTEMS to provide TILLTECH SYSTEMS with information required to diagnose and/or repair the issue.
e. 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. TILLTECH SYSTEMS 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.
f. The Customer is responsible for ensuring that their login password to the TILLTECH SYSTEMS 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.
a. TILLTECH SYSTEMS’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 TILLTECH SYSTEMS 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.
b. The Customer is recommended to provide a separate physical network or a separate V-LAN for TILLTECH SYSTEMS systems. This must not be shared with other devices, particularly those that cause high volume, high congestion or unpredictable network loads including (but not limited to) guest networks and music or video streaming devices.
c. The Customer is solely responsible for any connection charges, line rental charges and call charges in relation to any Products.
d. Whilst TILLTECH SYSTEMS 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. TILLTECH SYSTEMS is not responsible for any slow responses to its Systems, including where this is caused by the Customer’s poor internet / local network connection.
e. 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.
f. Where the System is to be used over wifi (e.g. tablets/mobile devices):
1. Whilst TILLTECH SYSTEMS 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 TILLTECH SYSTEMS of, any defects in the cosmetic condition of the Hardware within 24 hours of receiving the Hardware.
3. Provided clause 8.2 has been complied with, in the rare occasion that the Hardware is faulty or damaged on arrival, TILLTECH SYSTEMS will provide the Customer with replacement Hardware.
4. Whilst TILLTECH SYSTEMS shall use reasonable endeavours to deliver the Hardware by the date specified in the Customer's order, TILLTECH SYSTEMS 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. TILLTECH SYSTEMS’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 TILLTECH SYSTEMS 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. TILLTECH SYSTEMS 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.
1. Subject to clause 9.5, in relation to any new Hardware purchased directly from TILLTECH SYSTEMS, and that is manufactured by TILLTECH SYSTEMS SUPPLIERS, TILLTECH SYSTEMS SUPPLIERS 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. Warranties are based on manufacturers warranties
3. Each of the 12 month long warranties under clauses 9.1 and 9.2 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 the period as agreed on the extended warranty from the date of the original delivery of the Products to the Customer.
5. Notwithstanding the above clauses, the warranties stated in this clause 9 shall not apply to:
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 TILLTECH SYSTEMS in writing within the applicable warranty period and, at the Customer’s expense, return the item to TILLTECH SYSTEMS for inspection. Within 28 days of receiving the Hardware in question, TILLTECH SYSTEMS will examine the item and if covered by the warranty, at TILLTECH SYSTEMS’s discretion, TILLTECH SYSTEMS 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, TILLTECH SYSTEMS retains the right to replace or repair the Hardware with refurbished or remanufactured parts. If TILLTECH SYSTEMS determines that the Hardware is outside of the warranty rights, TILLTECH SYSTEMS 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 TILLTECH SYSTEMS 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, TILLTECH SYSTEMS will replace the device with new Hardware, at TILLTECH SYSTEMS Supplier’s expense.
1. If the Customer has an active applicable subscription and has taken all steps requested by TILLTECH SYSTEMS remotely, 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 (Please note this covers FEC and Cielo 22" and 15" all in one till units that are still in the swap it service warranty period - (1 year from purchase date)).
2. If the Customer notifies TILLTECH SYSTEMS prior to 1.00pm (GMT) on a Working Day of a fault with the Hardware, TILLTECH SYSTEMS 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 TILLTECH SYSTEMS is notified of the need for a Swap It after 1.00pm (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 is only available on 15" and 22" Cielo and 15" and 22" FEC All in one EPOS Hardware for which there is a manufacturers warranty. Items not eligible for the swap it service may be offered loan equipment, POA.
7. If Hardware fails outside of the first 30 days of original purchase, TILLTECH SYSTEMS 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 TILLTECH SYSTEMS support agent. Failure to do so may result in a refusal of the Swap It case.
9. When Hardware is returned to TILLTECH SYSTEMS via a Swap It, TILLTECH SYSTEMS will inspect the device to ensure that it should be replaced under warranty. TILLTECH SYSTEMS only offers the Swap It service to Hardware that is covered by a Manufacturers warranty. Whilst TILLTECH SYSTEMS tries to validate the warranty status before agreeing to perform a Swap It, there are occasions where TILLTECH SYSTEMS perform a Swap It on Hardware that are not covered by warranty. If it is found to be out of warranty TILLTECH SYSTEMS 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):
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.
1. No return or refund will be issued by TILLTECH SYSTEMS unless the complaints procedure outlined in clause 12 is followed.
2. The Software subscription fee is strictly non-refundable.
3. Any returned Products should be packed in the original packaging, with all boxes, leads, discs, adaptors and manuals. TILLTECH SYSTEMS reserves the right to charge for any damages caused in transit due to poor packaging.
4. TILLTECH SYSTEMS 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. TILLTECH SYSTEMS will not process a return where any of the following apply:
7. TILLTECH SYSTEMS shall assess the return request by using the following process:
8. The Customer is responsible for the delivery of the Products back to TILLTECH SYSTEMS at the Customer’s expense, and only after the Products have been checked by an engineer of TILLTECH SYSTEMS, will any payment be agreed upon and released. Reasonable return costs (at the cheapest available rate) will be refunded by TILLTECH SYSTEMS where a fault is identified.
9. Refunds will only be made after reasonable endeavours have been made by TILLTECH SYSTEMS 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 TILLTECH SYSTEMS.
11. For any payments made through a finance company, TILLTECH SYSTEMS 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.
Cancelled orders & Incorrect goods ordered: A restocking fee of 15-25% of the total order will be applicable to process the return
1. TILLTECH SYSTEMS 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 TILLTECH SYSTEMS support team. Contact details are available at www.Till.Tech/help
3. If the issue has not been satisfactorily resolved, the Customer should then make a written complaint either by email to customerrelations@till.tech or by post to: Complaints, TILLTECH SYSTEMS (UK) Limited, Suite 3, Plum Park Estate, Watling Street, Paulerspury, Northamptonshire, NN12 6LQ.
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. TILLTECH SYSTEMS will respond to the initial written complaint within three Working Days, confirming that TILLTECH SYSTEMS has received the Customer’s complaint and advising the Customer of which TILLTECH SYSTEMS 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 TILLTECH SYSTEMS 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: TILLTECH SYSTEMS does not tolerate any abusive, offensive or inappropriate behaviour or intimidation towards its staff. In the event that the Customer does not treat TILLTECH SYSTEMS’s staff in a courteous and professional manner at all times, TILLTECH SYSTEMS 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.
1. All Intellectual Property Rights and all other rights in the Products shall vest and remain vested in TILLTECH SYSTEMS.
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 TILLTECH SYSTEMS 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 TILLTECH SYSTEMS System for the enhancement of existing services and the provision of new services for TILLTECH SYSTEMS, 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
5. The Customer agrees not to remove deface or cover up any name plates, logos or trade marks appearing on the Products.
6. The Intellectual Property Rights in the Products supplied by TILLTECH SYSTEMS may be owned by third party suppliers. Where TILLTECH SYSTEMS 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.
7. PLEASE NOTE: The Customer's historic stock data, which is stored by TILLTECH SYSTEMS expressly for use in the Stock History report in the back office, will only be stored for one year and it will be deleted at the end of this period. TILLTECH SYSTEMS recommends that the Customer exports this data from the stock history report from time to time to avoid any loss of data.
1. This clause sets out the liability of each party under this Agreement
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 14.3 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, pure economic loss, 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 TILLTECH SYSTEMS giving rise to such liability.
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:
3. Nothing in this Agreement will prevent the Receiving Party from using or disclosing any Confidential Information which:
4. This clause 15 shall survive termination of this Agreement, however arising.
1. General Obligations. Each party will ensure that in the performance of its obligations under this Agreement it will at all times comply with all applicable Data Protection Laws and any other applicable privacy laws and regulations. The personal information relating to natural persons is covered by the EU General Data Protection Regulation EU 2016/679 for countries in the EEA and The Data Protection Act 2018 within the UK.
2. Data Specification: The Customer must provide TILLTECH SYSTEMS with a document setting out the (a) subject matter and duration of any processing to be undertaken by TILLTECH SYSTEMS; (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 TILLTECH SYSTEMS does not have any control over the Customer’s data protection notices, policies and Terms & Conditions, the Customer will indemnify and keep TILLTECH SYSTEMS and its Affiliates indemnified against all losses, costs, and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by TILLTECH SYSTEMS arising out of or in connection with any claim in respect of: (a) a breach of clause 16.1, 16.2 or 16.3; (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 TILLTECH SYSTEMS under clause 16.6.
4. Data Processor. TILLTECH SYSTEMS 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 12 (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 TILLTECH SYSTEMS shall not process the Personal Data for any other purpose, unless required by law to which TILLTECH SYSTEMS is subject, in which case TILLTECH SYSTEMS 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 TILLTECH SYSTEMS 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 TILLTECH SYSTEMS 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. TILLTECH SYSTEMS agrees to assist the Customer with all subject access requests which may be received from an end-customer in a prompt timeframe (at the Customer’s cost) and ensure that appropriate technical and organisational measures are in place to enable the Customer to meet its obligations to those requesting access to Personal Data held by TILLTECH SYSTEMS. Upon request, TILLTECH SYSTEMS shall provide you with reasonably requested information within a reasonable timeframe to demonstrate its compliance with this clause 16. TILLTECH SYSTEMS shall assist the Customer in relation to any data impact assessments and/or any prior consultation with the relevant data protection authority, provided that TILLTECH SYSTEMS shall be entitled to charge a reasonable fee for such assistance.
6. Data Transfers. TILLTECH SYSTEMS may transfer Personal Data to other countries (i) where it is necessary in order to fulfil the terms of any contract which you have with TILLTECH SYSTEMS or (ii) in order to arrange provision of services to you (such as those from a credit card company). However, TILLTECH SYSTEMS will only transfer such data as follows; (a) within the EU/EEA (b) to countries as recognised by the EU as having data-compliant laws through an “adequacy decision” (c) by “restricted transfer” (d) to other TILLTECH SYSTEMS group entities by use of standard contractual clauses as approved by the European Commission, or (e) by other method approved by the Information Commissioner’s Office (or other regulator) from time to time.
7. Return of Data: Upon the termination or expiry of this Agreement for any reason, TILLTECH SYSTEMS shall return all Personal Data to the Customer as requested by the Customer in writing, provided that this shall not prevent TILLTECH SYSTEMS from retaining a copy to meet its legal or regulatory obligations.
8. Sub-Processors. The Customer hereby agrees that TILLTECH SYSTEMS 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 TILLTECH SYSTEMS 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. TILLTECH SYSTEMS cannot guarantee the recovery of Customer data where this is deleted by the Customer (or TILLTECH SYSTEMS at the Customer’s request).
1. The Customer shall indemnify and keep TILLTECH SYSTEMS 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 TILLTECH SYSTEMS arising out of or in connection with any claim against TILLTECH SYSTEMS in relation to or arising out of the Customer’s actions (including the actions of those granted access by the Customer) including:
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 TILLTECH SYSTEMS. TILLTECH SYSTEMS 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. 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 TILLTECH SYSTEMS), 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 causes failure to perform obligations for a continuous period of 30 days or more, either party may terminate this Agreement immediately by providing the other party with written notice.
2. As per schedule 19.1, TILLTECH SYSTEMS withholds the right to delay order deliveries by up to 30 days in the event of force majeure.
1. TILLTECH SYSTEMS may provide the Customer with incentives (“Offer”) for the Customer to make referrals to relating to the TILLTECH SYSTEMS Services and/or Products to third parties from time to time (“Referral”).
2. The terms of the Offer shall be documented by TILLTECH SYSTEMS on the relevant web page or document detailing the Offer. Notwithstanding, any referral activity that has been formally pre-authorised by TILLTECH SYSTEMS in the form of an Offer shall be governed by this clause 21.
3. In the event of conflict between the Offer terms and the terms of this clause 21, this clause 21 shall prevail.
4. To provide Referrals, the Customer may be permitted by TILLTECH SYSTEMS to generate a shareable URL / link from its account within the Software. This link may then be provided by the Customer to third parties. When the third party follows the link and successfully purchases the relevant TILLTECH SYSTEMS Services and/or Products detailed in the Offer, the Customer may be entitled to the incentive detailed in the Offer. To be a valid Referral, the relevant purchase of TILLTECH SYSTEMS Services and/or Products must be made without any cancellation of the order within a period of one month.
5. No incentive or referral fees will be payable to the Customer where the Customer has any fees or other charges outstanding.
6. We may share certain personal data with third parties to fulfil these rewards in accordance with our Privacy Policy.
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 TILLTECH SYSTEMS to update this Agreement and its terms from time to time. If the Customer continues to use TILLTECH SYSTEMS’s services after TILLTECH SYSTEMS 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 19.2, 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 TILLTECH SYSTEMS of any changes to their contact details.
5. Please note that TILLTECH SYSTEMS may record phone calls that we receive from the Customer for training purposes and quality control.
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 TILLTECH SYSTEMS. TILLTECH SYSTEMS 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 TILLTECH SYSTEMS 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 the laws of England and Wales and the parties agree to irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
