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TERMS AND CONDITIONS FOR THE SUPPLY OF POS EQUIPMENT

These terms and conditions (Terms) are the terms on which Integer sells the Equipment to the Customer.

If the Customer has purchased a licence to use InTouch (Integer’s electronic point of sale system) and/or the online ordering solution provided by Integer to allow customers to take online orders for their restaurants, the contract for the sale and purchase of the same (including the provision of support services and additional features, such as payment gateway services) shall be governed by Integer’s General Licence and Service Terms and Conditions by clicking here.

These Terms apply to the Agreement to the exclusion of any terms and conditions which the Customer purports to apply under any other document or which are implied by trade, custom, practice or course of dealing.

DEFINITIONS AND INTERPRETATION
1. The definitions and rules of interpretation in this clause apply in the Agreement.
  
  Agreement: the agreement between Integer and the Customer for the supply of the Equipment, which comprises the Order and these Terms.
  Applicable Laws: all laws, statutes and regulations in force from time to time which apply to either party’s obligations under the Agreement.
  Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  Commencement Date: has the meaning set out in clause 2.1.
  Control: has the meaning given to it in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
  Customer: the customer whose details are set out in the Quotation.
  Delivery Date: the delivery date for delivery of the Equipment by Integer to the Customer, as agreed by the parties.
  Delivery Location: the Customer’s premises, as notified by the Customer to Integer.
  Equipment: the point of sale equipment and/or any other equipment (including a card terminal) which Integer agrees to sell to the Customer under the Agreement, as more particularly described in the Quotation.
  Insolvency Event: means, in respect of a party, that: (a) it suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due; (b) it enters into a composition, compromise or arrangement to reschedule or restructure its indebtedness with or for the benefit of its creditors; (c) it compulsorily or voluntarily enters into liquidation (except for the purpose of a bona fide reconstruction or amalgamation); (d) it obtains or takes steps to obtain a moratorium under Part A1 of the Insolvency Act 1986; (e) an administrator, receiver, liquidator or manager is appointed over the whole or a substantial part of its undertaking or assets; (f) it ceases or threatens to suspend or cease carrying on all or a substantial part of its business; (g) a resolution is made or a notice is filed in connection with its winding up or dissolution; (h) any steps or action are taken in preparation for any of the aforementioned events; or (i) any event occurs or proceeding is taken with respect to it in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the aforementioned events.
  Integer: Integer Computers LLP, a limited liability partnership incorporated and registered in England and Wales with company number OC407161 whose registered office is at 167 Heywood Road Prestwich, Manchester, United Kingdom, M25 1LB.
  Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  Order: the order placed by the Customer which is based on the Quotation, and which is accepted by Integer in accordance with clause 2.1.
  Price: the price payable by the Customer to Integer for the Equipment (including any installation or set up fee), as set out in the Quotation.
  Quotation: the quotation form provided by Integer to the Customer, setting out the name of the Customer, a description of the Equipment and the Price, and any other related matters.
2. References to clauses are to the clauses and schedules of the Agreement. Clause headings shall not affect the interpretation of the Agreement. A reference to: (i) a party includes that party’s personal representatives, successors and permitted assigns; (ii) persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality); (iii) a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
4. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision.
5. A reference to writing or written includes email.
6. Any obligation on a party not to do or omit to do anything includes an obligation not to allow that thing to be done or omitted to be done by any other person.
7. Any words following the terms including, include, for example, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
ORDERS AND TERM
1. The Customer’s order, which is submitted by email or telephone in response to, and acceptance of, the Quotation, constitutes an offer by the Customer to purchase the Equipment in accordance with these Terms. Such order shall only be deemed to be accepted by Integer when Integer confirms acceptance in writing or (if earlier) delivers the Equipment to the Customer in accordance with clause 3.2, at which point the Agreement shall be formed (the Commencement Date), incorporating the Order and these Terms.
2. The Agreement shall commence on the Commencement Date and continue in full force and effect until terminated in accordance with clause 11.
3. Any samples, drawings, photographs, illustrations, descriptive matter or advertising relating to the Equipment which are produced by Integer are produced solely for the purpose of giving an approximate idea of the Equipment referred to in them. They shall not form part of the Agreement nor have any contractual force.
DELIVERY
1. Integer shall deliver the Equipment to the Delivery Location. Integer shall use reasonable endeavours to deliver the Equipment on the Delivery Date. The Customer acknowledges and agrees that the Delivery Date is approximate only and the time of delivery of the Equipment is not of the essence. The Customer shall not be entitled to reject any Equipment as a result of any delay in delivering the Equipment.
2. Delivery of the Equipment shall be complete when Integer has delivered the Equipment to the Delivery Location.
3. Integer shall not be liable for any delay in supplying the Equipment that is caused by the Customer’s failure to provide Integer with adequate delivery instructions or any other instructions that are relevant to the supply or delivery of the Equipment.
4. Subject to clause 3.3, if Integer fails to supply the Equipment, its liability shall be limited to a refund of any sums paid in advance by the Customer for the Equipment.
5. If the Customer fails to accept delivery of the Equipment on the Delivery Date, then:
  1. Integer may charge the Customer a holding fee equivalent to the sum of the costs and expenses incurred by Integer arising from such failure (including all transit, storage and waiting time costs);
  2. delivery of the Equipment shall be deemed to have completed at 9.00am on the Delivery Date and the Customer shall be liable to pay the full Price for the Equipment in accordance with clause 7; and
  3. if the Equipment has not actually been delivered within 10 days of such Delivery Date, Integer shall have the right to re-sell or otherwise dispose of the Equipment.
6. Unless otherwise agreed by Integer, the Customer shall be solely responsible for installing and testing the Equipment prior to using the Equipment.
TITLE AND RISK
1. The risk in the Equipment shall pass to the Customer on completion of delivery in accordance with clause 3.2.
2. Title to the Equipment shall not pass until the earlier of: (a) receipt of full payment, in cleared funds, for the Equipment, in which case title shall pass at the time of payment; (b) use or sale of the Equipment by the Customer, in which case title shall pass at the time specified in clause 4.4; or (c) the date notified to the Customer by Integer in writing.
3. Until title to the Equipment passes to the Customer, the Customer shall: (a) store the Equipment appropriately and separately from all other goods held by the Customer so that it remains readily identifiable as Integer’s property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment; (c) maintain the Equipment in satisfactory condition and keep it insured against all risks for its full price from the date of delivery; (d) not encumber, charge or grant security over the Equipment; (e) notify Integer immediately if it becomes subject to an Insolvency Event; (f) give Integer such information as Integer may reasonably require from time to time relating to the Equipment and/or the ongoing financial position of the Customer; (g) at Integer’s request, deliver up the Equipment to Integer; and (h) permit Integer, and grant Integer an irrevocable licence, to enter any premises where the Equipment is stored (at any time and without notice) to inspect and/or repossess the Equipment.
4. Subject to clause 4.5, the Customer may resell or use the Equipment in the ordinary course of its business (but not otherwise) before title passes, however if the Customer does so: (a) it does so as principal and not as Integer’s agent; and (b) title to the Equipment shall pass from Integer to the Customer immediately before the relevant use or sale.
5. If before title passes to the Customer, the Customer becomes subject to an Insolvency Event, then, without limiting any other right or remedy, the Customer’s right to use or sell the Equipment in the ordinary course of business ceases immediately and Integer may at any time: (a) require the Customer to deliver up the Equipment to Integer; and (b) enter any premises where the Equipment is stored and recover it.
WARRANTY
1. Integer warrants that, on completion of delivery in accordance with clause 3.2 and for a period of 12 months thereafter, the Equipment shall be free from material defects in design, material and workmanship (Warranty).
2. If the Customer considers that any of the Equipment does not comply with the Warranty (Defective Equipment), then the Customer shall:
  1. as soon as practicable, and in any event within 7 days of discovering the defect, notify Integer in writing, providing a description of the Defective Equipment and the defect and any other information reasonably requested by Integer;
  2. if requested by Integer and at the Customer’s cost, return the Defective Equipment to Integer within the timeframe and in accordance with any instructions specified by Integer; and
  3. provide Integer with a reasonable opportunity to examine the Defective Equipment.
  4. Following inspection of the Defective Equipment returned to Integer under clause 5.2.2, if Integer determines (in its sole discretion) that the Defective Equipment does not comply with the Warranty, then Integer shall (at its option) replace or repair the Defective Equipment (at Integer’s cost) and Integer shall reimburse the delivery costs incurred by the Customer in accordance with clause 5.2.2.
3. Integer shall not be liable for non-compliance with the Warranty if:
  1. the Customer has not complied with clause 5.2;
  2. the Customer makes any further use of the Defective Equipment after giving notice in accordance with clause 5.2.1;
  3. the defect arises because the Customer failed to follow Integer’s oral or written instructions as to the storage, installation, use and maintenance of the Defective Equipment or (if there are none) good trade practice regarding the same;
  4. the Customer alters or repairs the Defective Equipment without the written consent of Integer; or
  5. the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions.
4. Except as provided in this clause 5, Integer shall have no liability to the Customer in respect of the Equipment’s failure to comply with the Warranty.
5. The terms implied by sections 13 – 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Agreement.
CUSTOMER’S GENERAL OBLIGATIONS
1. The Customer undertakes that it shall:
  1. obtain and shall maintain all necessary licences, consents and permissions which are necessary to enable it to comply with its obligations under the Agreement and shall comply with all Applicable Laws;
  2. not do or omit to do anything which might cause Integer to be in breach of any agreement with the manufacturer or supplier of the Equipment;
  3. provide Integer will all necessary cooperation and access to such information, premises, hardware, systems and network as are required by Integer in order to perform its obligations under the Agreement in accordance with any timeframes or deadlines specified by Integer from time to time, and shall ensure that such information is accurate and complete; and
  4. provide Integer with at least 7 days’ written notice prior to making any changes to the Customer’s business (including changes to management personnel, any relevant contact details, bank or payment details) and any other information required by Integer in order to perform its obligations under the Agreement.
PRICE AND PAYMENT
1. The Price: (a) excludes value added tax (VAT), which the Customer shall additionally be liable to pay to Integer at the prevailing rate; and (b) excludes the costs of delivery of the Equipment (including carriage and insurance costs), which may be invoiced by Integer to the Customer.
2. Unless otherwise set out in the Quotation or agreed by Integer:
  1. Integer shall invoice the Customer for 50% of the Price prior to the Delivery Date, and the Customer shall pay such invoice prior to the Delivery Date; and
  2. Integer shall invoice the Customer for the remaining 50% of the Price after completion of delivery of the Equipment in accordance with clause 3.2, and the Customer shall pay such invoice within 30 days of the date of the invoice.
3. If Integer has not received payment of any sums due under the Agreement by the due date, then, without prejudice to any other rights and remedies of Integer, Integer may:
  1. where the Equipment has not been delivered to the Customer, suspend delivery of the Equipment until such sum has been paid;
  2. charge the Customer interest on a daily basis in respect of the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time, from the due date and continuing until payment of the overdue amount is received in full by Integer, whether before or after judgment; and/or
  3. recover from the Customer any fees incurred by Integer (including debt recovery agency fees, legal fees and court costs) in recovering the overdue amount.
4. All amounts and fees stated or referred to in the Agreement:
  1. shall be payable in pounds sterling and are non-refundable; and
  2. shall be paid in full without any deduction, discount, set off or abatement except as required by law and the Customer shall not be entitled to assert any credit, set off or counterclaim against Integer in order to justify withholding payment of any such amount in whole or in part.
5. Integer may at any time, without notice to the Customer, set off any liability of the Customer to Integer against any liability of Integer to the Customer, whether either liability arises under the Agreement or any other agreement between the parties. Any exercise by Integer of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.
INTELLECTUAL PROPERTY RIGHTS
1. The Customer acknowledges and agrees that Integer and/or its licensors own all Intellectual Property Rights subsisting in and/or relating to the Equipment. Except as expressly granted under the Agreement, the Customer shall not have the right to use, or acquire any other right, licence, title or interest in or to, any Intellectual Property Rights of Integer or its licensors.
2. The Customer may not remove or obscure any trade marks, or any copyright, trade mark or proprietary notices featured or displayed on the Equipment.
LIMITATION OF LIABILITY
1. Nothing in the Agreement is intended to exclude the liability of Integer for: (a) death or personal injury resulting from negligence by Integer; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.
2. Integer shall not be liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any of the following types of losses, howsoever arising under the Agreement: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of opportunity; (f) loss of goodwill; (g) loss of use or corruption of software, data or information; or (h) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
3. Integer’s total aggregate liability, in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the Agreement, shall not exceed the total fees paid by the Customer to Integer under the Agreement.
CUSTOMER INDEMNITY
1. The Customer shall defend, indemnify and hold harmless Integer against all claims, actions, costs, damages, expenses, fines, penalties and/or losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs, and all other professional costs and expenses), suffered or incurred by or awarded against Integer and/or for which Integer may become liable arising out of or in connection with any breach by the Customer of any term of the Agreement.
TERMINATION
1. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so; or
  2. the other party suffers an Insolvency Event.
2. Without affecting any other right or remedy available to it, Integer may terminate the Agreement with immediate effect by giving written notice to the Customer if:
  1. the Customer fails to pay any amount due under the Agreement on the due date for payment; or
  2. there is a change of Control of the Customer.
3. CONSEQUENCES OF TERMINATION
  1. On termination of the Agreement for any reason:
    1. the Customer shall immediately pay all sums due to Integer under the Agreement;
    2. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
    3. the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
4. CONFIDENTIALITY
  1. For the purposes of this clause, the term Confidential Information means all information of a confidential nature or which would be deemed confidential by a reasonable business person (whether written or oral and however recorded and whether marked as confidential or not) belonging to or relating to a party which is disclosed to or received by the other party, whether before or after the Commencement Date, directly or indirectly, in connection with the Agreement, including information concerning the disclosing party’s business, operations, affairs, financial information, customers, clients, suppliers, operations, processes, transactions, know-how, designs, trade secrets, services, software and price lists, but not including any information that: (a) is or becomes public knowledge other than by an act or omission of the receiving party; (b) is or becomes available to the receiving party without an obligation of confidence from a third party having the legal right to disclose the information; or (c) is already in the receiving party’s possession before disclosure without an obligation of confidence.
  2. Each party agrees to keep confidential all Confidential Information belonging to the other party and to not, either during or after the term of the Agreement, use or disclose any such Confidential Information, except with the prior written consent of the other party or as permitted by this clause 13.
  3. Each party shall only use the other party’s Confidential Information to the extent necessary to perform its obligations and exercise its rights under the Agreement.
  4. Each party may disclose the other party’s Confidential Information:
    1. to its employees, officers, agents, personnel and/or professional advisers for the purposes of performing its obligations and exercising its rights under the Agreement, provided that those parties comply with the confidentiality obligations set out in this clause 13;
    2. to the extent necessary in order to comply with a legal obligation or an order or requirement of a court of competent jurisdiction or any governmental or regulatory authority or professional body.
5. FORCE MAJEURE
  1. For the purposes of this clause, the term Force Majeure Event means, in respect of a party, any act, event, omission or accident beyond that party’s reasonable control, including: flood, earthquake, storm or other adverse weather conditions or natural disaster; war, threat of or preparation for war or armed conflict; imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination; sonic boom; compliance with Applicable Laws; any change in law or other action taken by a government or public authority or compliance with any such law or action; epidemic or pandemic; fire or explosion; collapse of building structures, failure of plant or machinery; any labour dispute, including but not limited to strikes, industrial action and lockouts (not involving the workforce of the affected party); non-performance by suppliers or subcontractors; and the interruption or failure of a transport network or utility service.
  2. Neither party (the “Affected Party”) shall be in breach of the Agreement nor liable for any failure or delay in the performance of its obligations hereunder (other than a payment obligation) if such delay or failure results from an event, circumstance or cause beyond its reasonable control, provided that the Affected Party gives the other party written notice of such event and uses all reasonable endeavours to mitigate the effect of the event on the performance of its obligations.
6. NOTICES
  1. Any notice given by a party under or in connection with the Agreement shall be in writing and shall be delivered by email to the email address provided by the other party for the purpose of receiving notices under or in connection with the Agreement. Notices shall be deemed to have been delivered at 9am on the next Business Day after transmission (provided that no delivery failure notification is received by the sender).
7. GENERAL
  1. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  2. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  3. Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
  4. If any provision or part-provision of the Agreement is found by any court to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
  5. The Agreement constitutes the entire agreement between the parties and supersedes, replaces and extinguishes any previous arrangement, understanding or agreement between them, whether written or oral, relating to their subject matter. Each party acknowledges that it has not been given, nor agreed to the Agreement in reliance on, any warranty, statement, promise or representation other than as expressly set out in the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
  6. The Customer shall not assign, transfer, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement without Integer’s prior written consent. Integer may assign, transfer, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement without the Customer’s prior written consent.
  7. Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
  8. The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
8. GOVERNING LAW AND JURISDICTION
  1. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England.
  2. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).