"Agreement" means an agreement for the sale, installation and support of POS software and hardware consisting of these terms and conditions and the Schedules. "Anniversary Date" means the anniversary of the Installation Date;
"Customer" means the customer of TILLMAX identified on the Agreement Sales Order duly signed;
"Delivery Date" means the actual delivery date of the solution or its installation, or the effective date, whichever the latest;
"Documentation" means the manuals, if any, for the Tillmax Software & Other Purchase relegated documents
"Effective Date" means the date set out as such on the Agreement Signed Sales Order;
"Equipment" means the equipment, if any, listed in the Schedule, this term shall include any operating system of such Equipment and any related manuals;
"Initial Period" means One year from the delivery date;
"Price" means the figure given on the Schedule/Sales Order as the Total Price for those items listed plus VAT at prevailing rates;
"Schedule" means schedules of hardware, software and services;
"Services" means the installation, time related activity and/or other services, if any, to be provided by TILLMAX to the Customer as set out in the Schedule;
"Software" means any Software provided by TILLMAX
"Support Services" means the support services to be provided to the Customer where called for in the Schedule (if any);
"Support Fee" means the price for the Annual Support Fee once the anniversary date reached.
"System" means the software whether supplied with a server or not;
These terms and conditions set out the basis upon which TILLMAXshall initially, as applicable, supply equipment, Software and Documentation, and Third Party Software to, and perform the Services for, the Customer and thereafter provide Support Services as hereinafter described in respect of the items stated as being supported in the Schedule. The Softwaredoes not include licence fees but at the anniversary date the free one-year warranty lapse. Customer then have the option to take the support service from TILLMAX or not. The cost of delivery and installation is estimated and could change as a result of Customers changing arranged dates and customer liable for the same. This is a Non Cancellable and Non Refundable agreement.
Software and Equipment
the Software provided hereunder is as detailed in the Schedule. The license conditions for use of the Software are set out in Clause 7.
Upon completion or installation, TILLMAX shall go through a check list for which purpose the Customer shall provide the time of the installation date a representative to witness the Check listing, the purpose of which is to demonstrate to the Customer that the items have been properly installed and all software provided by TILLMAX can be accessed on the Equipment, except if the software is supplied, in which case a confirmation of delivery will be acceptance.
Subject always to TILLMAX conforming to all reasonable security and safety requirements of the Customer, the Customer shall afford to TILLMAX personnel reasonable access to the Site(s) at all reasonable times for the purpose of TILLMAX performance under this Agreement.
The Customer understands and accepts that it will be necessary for the Customer to promptly supply information to TILLMAX and to give TILLMAX personnel access to the Customer's staff, equipment, data and items supported hereunder, in order to enable TILLMAXto perform its obligations hereunder.
For the purposes of TILLMAX providing the Support Services and during any period of such support.
The Customer will appoint contact persons as the points of contact through which TILLMAXwill co-ordinate support activities for the Customer. Only those contacts have authority to require support and assistance under this Agreement. The Customer shall ensure that the contacts are sufficiently trained in use of the System to enable proper liaison between TILLMAX and the Customer.
It is the Customer's responsibility to extend the support via Teamviewer or any other contact method.Items in accordance with instructions issued by TILLMAXand/or the manufacturer and to retain sufficient trained staff to operate it in a proper manner.
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. TILLMAX shall not be liable for any loss or damage sustained or incurred by the Customer or any third party through loss or spoiling of data resulting from any maintenance activity by TILLMAX required or performed under this Agreement. TILLMAX will use reasonable endeavours to put right any such loss of data or programs but reserves the right to charge for such.
The Customer remains totally responsible to have adequate Virus protection to all parts of the business.
The Customer accepts that a valid team viewer issued by TILLMAXis the only acceptable and recognise method of logging support calls.
Software/LicenseConditions, Term and Termination
The license to use Software granted hereunder becomes effective from the Delivery Date subject to the customer paying in full the initial order and annual license as part of the Support Fee, annually in advance or subject to TILLMAX Licenseor approval, monthly or quarterly via Standing Order.
The Agreement shall automatically continue from year to year without any breaks .Front end licence have no monthly fees however, after 1 year if the customer needs support services have to purchase separately which not be the licence pr not included.
Terms & Conditions and the other provisions of this Agreement, TILLMAXhereby grants to the Customer a non-exclusive, non-transferable license to use the Software on the POS listed.
The Customer may not reverse engineer, disassemble, translate or in any way decode the Software.
Title and Risk
Tile in any Equipment supplied by TILLMAX under this Agreement shall remain with TILLMAX until such time as the Customer has paid the Price in full. Until such payment is received by TILLMAX the Customer shall hold the Equipment or Website on a fiduciary basis and as for TILLMAX in such a way that such Equipment is identifiable as belonging to TILLMAX and if the Customer fails to pay TILLMAX as owner shall be entitled to demand return of the Equipment and or Website. If payment is not made and/or the Customer becomes insolvent or a receiver is appointed before payment is made TILLMAXis irrevocably authorized to enter forthwith the Customer's Site(s) for the sole purpose of repossessing the Equipment still owned by Tillmax.
Pricing and Payments
The Price and any other charges arising under this Agreement shall be payable as set out herein or in the Schedule. Payment shall be made strictly in accordance therewith. The Price does not cover any Annual support Fee for use of Software or applicable
Full payment must be made on acceptance of the agreement, unless otherwise agreed in writing by TILLMAX.
The Customer shall pay to TILLMAX or Goods or the Support Fee and the Charges arising hereunder. Payment of the first year's Support Fee shall be made on receiving the anniversary reminder.
If payment is overdue TILLMAXreserves the right, in addition to any other rights it may have, to suspend its contractual obligations under this Agreement until such payment is made.
The Customer will bear the cost of all travelling time and expenses of TILLMAXpersonnel attending Site(s) based on TILLMAX rates prevailing at the time
Training days booked subsequently cancelled by the Customer without a clear fourteen days notice period provided in writing to TILLMAXwill be charged for in full. Days are supplied on an "as consumed basis" with TILLMAXmaking no commitment as to what can be achieved in the day, other than that the TILLMAXpersonnel supplied will have the requisite skills.
All training is executed at the customer premises at the time of installation. Any training beyond the said training can be arranged at TILLMAX premises at no extra cost.
If any sum payable under this Agreement is in arrears then in addition to the without prejudice to any other remedies which may be available, TILLMAX reserves the right to charge additionally depending on circumstance.
If the Customer enters into lease with a 3rd Party whereby it is intended that title to any part of the items on the Schedule supplied shall pass to such 3rd party. If for any reason arrangements for financing the purchase of the items on the Schedule shall be frustrated the terms & conditions hereof shall remain in full force and effect as between the Customer and TILLMAX.
The Customer may terminate the license to use Software granted under this Agreement either at the end of the Initial Period or at any Anniversary Date. In such circumstance no refund would make as the software made suitability to customer requirement.
In respect of the Software TILLMAXmay terminate/distract the license to use granted under this Agreement forthwith on given notice to the Customer if:
Description of Support Services
Unless otherwise expressly agreed Tillmax, support services will be provided during normal UK business hours of 9.00 a.m. to 6.00 p.m. Monday to Friday, and 10.00am -1.00pm on Saturday. Customers have taken the extended support will have the access 24/7.
TILLMAX warrants that it shall use all reasonable endeavours to carry out the Support Services described herein in a professional manner and shall at all times use reasonable endeavours to maintain the items supported in good working order. The periodic updates provided under support for the Software may include legislative updates the scope of which can vary considerably. Where major legislative changes take place, it is expressly provided that TILLMAX reserves the right to make an additional charge which shall be spread evenly over all its customers for the Software in order to cover the updates dealing with such legislative changes. Such updates are deemed to be outside of the Support Fee cost.
Supported software: TILLMAX will use all reasonable endeavours to respond to any request by the Customer within eight working hours of receiving notification of such need from the Customer... Error correction is provided on a reasonable effort basis, and TILLMAX cannot guarantee to correct any error within any given timescale. The Customer shall endeavour to provide written notification and appropriate examples supporting any error found. Major errors that are found in software supported hereunder then TILLMAXwill supply any correction of same by in return on preffered contactable method of customer .As part of the support service TILLMAXshall provide updates and releases from time to time to the software supported during the term of this Agreement. It is the Customer's responsibility to install corrections, updates and releases to the software and for ensuring that their staffs have the capability of doing so. TILLMAX shall have the right to make additional charges for services, which are required due to the Customer failing to install such items correctly. Where TILLMAX have to carry out site visits for support, it reserves the right to charge over and above the annual Support Fee. TILLMAX reserve the right not to deal with or to make additional charges for, reported errors in such software which:
Supported equipment. Support is provided during the hours set out in 12.1 and on the items listed in the Schedule. On receipt of a telephone request for support for an item, TILLMAXwill log the call and endeavour to identify the problem as either an engineering problem or a software problem or a system operating software problem. TILLMAX will, if, appropriate to the problem reported, dispatch an engineer to the Site concerned. TILLMAX will use all reasonable endeavours to ensure that TILLMAX engineer will respond within 8 hours on the POS, all other equipment will be dealt with on a swap out basis on the next day following receipt of defective goods subject to manufacturer warranty in place. Where the problem encountered relates to the POS and if the terms of this Agreement provide that temporary replacement equipment will be provided to the Customer the engineer will endeavour to load the hard disc of the POS, if unaffected, onto a loaned POS and thus leave the Customer with a working system, but the Customer must appreciate that such may not always be possible. If, on attendance at Site, the engineer believes the Support Fee does not cover the fault, the customer will be advised, and in such event, any corrective activity, spare parts and the cost of the visit itself, shall be charged. The service provided assumes normal use of the equipment and relates to normal wear and tear. TILLMAX reserve the right to make additional charges at its standard rates for the time being in force where its engineers are called out because of faults which:
The Customer shall be responsible for all operating materials and of all consumables, including but not limited to print heads, laser cartridges, ribbons, toners, infuser and developer kits all of which are outside the scope of the Support Fee.
TILLMAXreserves the right to make additional charges to the Customer to cover all of the cost repairing equipment more than five years of age, in case of touch screens, after three years and one year on report printers.
providing new or updated versions of operating system, databases or software utilities, for whatever reason
The Support Fee does not include and additional charges shall be made depending on date of installation.
Repair or support in respect of any data corruption and in respect of software support arising from such data corruption;
All costs for any calls made to fit supplies;
As a result of the Customer allowing access by a third party to a supported item where TILLMAX has agreed to perform corrective activities and not to terminate the Agreement and not to delete the item concerned from the list of items being supported.
Providing new or updated versions of an operating system of an item of Hardware;
Telephone (modem) transfer of programs and/or data will be charged to the Customer at TILLMAX prevailing rates. Any Site visits carried out by TILLMAXin respect of support outside that covered by the Support Fee are carried out at TILLMAX discretion and may be chargeable at TILLMAXcurrent daily rate for such service together with the reasonable costs of accommodation, travelling time and travelling expenses all of which shall be over and above the Support Fee covered by this Agreement.
Period of Support
The Support Services shall commence on the Delivery Date and shall be for the Initial Period and thereafter extend automatically for further one year periods once the payment is made. or until terminated by the either party giving at least 90 days written notice effective and prior to the next Anniversary Date.
The Customer shall not move any supported item either from one Site to another location or within the same or between different buildings without the prior written consent of TILLMAX, as such can affect the ability of TILLMAX to support it. TILLMAX shall have the right to vary the Support Fee or to terminate support in respect of such item or items.
Each party shall be liable for personal injury or death to any person caused by its negligent acts or omissions or those of its employees, servants or agents. Except as provided in respect of, personal injury or death caused by negligence, TILLMAX liability and/or that of its employees servants or agents, whether in contract, or, negligence or otherwise, shall;
Until acceptance of the System be limited to that directly arising and be limited to an aggregate total of £1,000,000 or the value to TILLMAX of the Price as at the effective date hereof, whichever is the lesser, and
after acceptance and during any period of annual Support Services shall be limited to an aggregate total of the value to TILLMAX of the Support Fee in the year of this Agreement in which a claim arises, and
In respect of additional items shall be limited to an aggregate total of £1,000,000 or the value to TILLMAX of the price of the supply of the additional items, whichever is the lesser. Save as expressly provided in this Agreement TILLMAX shall not be liable for any other loss or damage howsoever caused whether in contract, tort, negligence or otherwise. Notwithstanding any other provision of this Agreement in no event shall either party be liable to the other for any incidental, special, indirect or consequential loss of whatever nature, including but not limited to loss of use and/or loss of profits and/or loss or spoiling of data, howsoever caused, whether occurring in contract, tort, negligence or otherwise, save that the Customer shall be responsible for its actions if it endangers TILLMAX's and/or its licensors rights of ownership in the Software.
The delivery time shall not be the essence of the contract. Whilst TILLMAX shall use reasonable commercial endeavours to deliver the goods by the date specified on the Customers order, it shall not be liable for the delay in delivery from any cause whatsoever and howsoever arising. Should expedited deliveries be required, then additional costs if applicable must be borne by the Customer unless otherwise agreed in writing by an authorised employee of the Tillmax
No cancellation or variation of an order by the Customers shall be effective unless made in writing and until accepted in writing by an authorised officer of TILLMAX. Tillmax 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.
Also goods are not a sold on a trial basis. Customers should check specifications and suitability before ordering. TILLMAX does not warrant the suitability of goods for specific applications.
Defects and Returns of Equipment
If Customer notifies Tillmax within 48 hours of receipt of goods that the goods are damaged in transit or handling, then Tillmax will arrange for the replacement of goods. If it is found that the goods were not damaged or a shortfall, Tillmax will pass the charges or cannot replace the item.
Goods supplied to you by special order that are not listed on our website may not be returned unless they are faulty or damaged on delivery. Goods which have been incorrectly ordered or are unsuitable will only be accepted for return with prior approval from TILLMAX. Custom made products are non refundable & full payment needed to make before start up initial work.
Returned goods will only be accepted within 7 days of delivery, if they are correctly packed in the original packaging, with original manuals and have not been used. A restocking charge of 30% will be levied on all such goods.
It is Customers responsibility to comply with any of manufacturer’s terms regarding the return, repair or replacement of defective goods. Tillmax shall not be liable for any goods that cannot be repaired or replaced by the manufacturer because Customer has not complied with its terms.
In the light of the repair caused by a 3rd party, TILLMAX have to charged for additional even the POS System is not yet reached the anniversary date.
The failure by either party to enforce at any time any provision of this Agreement shall not affect its rights to later require complete performance by the other party hereto, nor shall any; waiver of a breech of a provision be taken or held to affect its rights in the event of any subsequent or additional breach of the same or any other provision
The Customer shall neither assign this Agreement nor part with any rights or obligations hereunder in any way whatsoever whether in whole or in part without the prior written agreement of TILLMAX. TILLMAX shall be entitled to sub-contract, sub-let or assign the whole or any part of this Agreement but such shall not adversely affect the Customer's rights hereunder.
Except as expressly provided in this Agreement no warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance, merchantability or fitness for purpose of the items supplied or any part thereof shall be assumed by Tillmax, and except as expressly provided for in this Agreement all such warranties, conditions, undertakings and terms are hereby excluded to the extent permitted by law.
This Agreement may only be amended by written agreement referenced hereto and signed by the duly authorised representatives of TILLMAX. Any notice of termination, breach or other notice of a legal nature required to be given to either party under this Agreement shall be given in Written.
The construction, validity and performance of this Agreement shall be governed by English law and the parties hereby agree to English court's jurisdiction.