Terms and Conditions

General Terms and Conditions of Trading with Fyre Digital Limited (“YUZE”)

THESE TERMS & CONDITIONS SET OUT THE TERMS ON WHICH YOU WILL BE BOUND IF YOU PURCHASE PRODUCTS AND/OR SERVICES FROM YUZE. PLEASE READ THESE TERMS & CONDITIONS CAREFULLY AS THEY WILL GOVERN OUR RELATIONSHIP WITH YOU. THESE TERMS AND CONDITIONS ARE BASED ON AND REFLECT A BUSINESS-TO-BUSINESS TRANSACTIONAL RELATIONSHIP.

Parties
1. Fyre Digital Limited is a company registered in England and Wales (company no. 12926306) with its registered address at 3.13 Innovation Central, 10 John Williams Blvd South, Darlington, DL1 1BF England (“YUZE”); and
2. You are the customer who has engaged YUZE to purchase Products and/or Services on behalf of the business that you work for (the “Customer”).

Definitions and Interpretation

The definitions and rules of interpretation in this clause apply in this Customer Contract (“Agreement”):

Data Protection Laws: means the General Data Protection Regulation 2016/679 (GDPR) and 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 YUZE to the Customer;
Hardware: any hardware provided by YUZE, including without limitation, point of sale terminals, receipt printers, cash drawers, CCTV and epos peripherals;
Intellectual Property Rights: any patents, copyright, trademarks, 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 YUZE’s designated location to undertake testing of the Hardware;
SAAS Plan(s): means any software-as-a-service plan offered by YUZE;
Services: the services to be provided by YUZE 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 YUZE 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 YUZE 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 5pm GMT on a Working Day.
Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, include the singular.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
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.
In the event of conflict between this Agreement and any Statement of Work, the Statement of Work will prevail.
A reference to ‘writing’ or ‘written’ includes faxes and email unless stated otherwise.

Application of this Agreement

This Agreement shall apply to any Products and/or Services provided by YUZE to the Customer (and shall be incorporated into any quotation or order for such Products and/or Services).
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 YUZE and YUZE will have the right to reject such offers at any time.
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.
This Agreement incorporates and supplements the YUZE 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.
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.

Choosing a Product and Services from YUZE

YUZE shall provide information about its Products and Services to help inform the Customer’s basis of its purchase and, if requested by the Customer, YUZE may provide a full demo of its Software on a free of charge basis.
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.
Upon the Customer’s request, YUZE 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 YUZE.
Any advice or recommendation given by YUZE 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 YUZE is followed or acted upon at the Customer’s own risk, and accordingly YUZE shall not be liable for any such advice or recommendation which is not so confirmed in writing.
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 YUZE shall be subject to correction without any liability on the part of YUZE.
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 YUZE upon its physical receipt of the Products in the event that they are eligible to be returned in accordance with this Agreement.
Subject to clauses 8 and 9 (where title remains with YUZE at all times), title to any Products ordered by the Customer shall pass to the Customer upon YUZE receiving payment in full for those Products.

Fees

5.1 All Product and Service pricing is provided in ‘good faith’ by YUZE. Unless stated otherwise in a quotation, written quotations are valid for 60 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 YUZE representatives and/or in YUZE’s sales literature.

Pricing for the Services will be dependent on Services to be provided as per this Agreement and agreed in writing.
The Customer will reimburse YUZE for any travel, subsistence and living expenses reasonably incurred for the performance of the Services, which YUZE shall quote and agree in advance with the Customer where such expenses are reasonably foreseeable.
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 YUZE in cleared funds.
All prices YUZE 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.
Without prejudice to any other right or remedy that YUZE may have, if the Customer fails to pay YUZE by the relevant invoice due date, YUZE may:some text
1. Where the Client is a Company, YUZE reserves the right to claim statutory interest at 8% above the Bank of England reference rate in force on the date the debt becomes overdue and at any subsequent rate where the reference rate changes and the debt remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002;
2. suspend the provision of the Services (including all of the Customer’s access to the Software); and/or
3. (where either section 8 or 9 applies), the Customer shall hold the Products on a fiduciary basis and YUZE shall be entitled at any time to require the Customer to ‘deliver-up’ the Products to YUZE and, if it fails to do so, the Customer acknowledges and agrees that YUZE may enter the Customer’s premises or any third party premises where the Products are stored and repossess the Products.
The standard service offered by YUZE 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 YUZE 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 YUZE day / hour rates. All Professional Services exclude travel, subsistence and living expenses, which shall be invoiced separately in accordance with clause 5.3.
All postage and packaging fees will be charged to the Customer in addition to the fees for the relevant Products and Services at YUZE’s then current rates.

Customer Responsibilities

The Customer will be responsible for installing the Hardware (unless otherwise agreed in writing with YUZE) and will keep the Hardware in the environmental conditions recommended by YUZE and ensure that the external surfaces, cables and fittings of the Hardware are kept in good, clean condition.
The Customer will ensure that the Hardware is only used by properly trained staff in accordance with YUZE’s instructions from time to time. The Customer will ensure that only personnel authorised by YUZE adjust, modify, configure, maintain, repair, replace or remove any part of the Hardware.
The Customer will maintain adequate records of the use, maintenance and malfunction of the Hardware and will provide YUZE with such information and assistance concerning the Hardware, its application, use, location and environment as YUZE may reasonably require enabling it to carry out the Support Plan.
The Customer will immediately notify YUZE if there is any failure of the Hardware or the System and will allow YUZE 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 YUZE to provide YUZE with information required to diagnose and/or repair the issue.
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.
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. YUZE 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.
The Customer is responsible for ensuring that their login password to the YUZE 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.

Internet / Network Requirementssome text
1. YUZE’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 YUZE 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.
2. The Customer must provide a separate physical network or a separate V-LAN for YUZE 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.
3. The Customer is solely responsible for any connection charges, line rental charges and call charges in relation to any Products.
4. Whilst YUZE 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. YUZE is not responsible for any slow responses to its Systems, including where this is caused by the Customer’s poor internet / local network connection.
5. 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.
6. Where the System is to be used over wifi (e.g. tablets/mobile devices):
7. 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
8. 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 YUZE Systems and should be considered when selecting a wifi solution.
RESERVED
RESERVED
RESERVED
Support Plansome text
1. YUZE offers two optional Support Plans:some text
  1. Standard Package (Free/Included)
  2. Remote and technical support from Yuze’s support team during Working Hours Mon-Sat (12pm-8pm)
  3. The annual software licence fee
  4. Software updates
  5. Email & Live Chat Support
2. Initial training for all customer staff upon sign up
3. Extended Support (£79/month)some text
  1. Priority Email Support
  2. Extended telephone support 7 Days (9am-9pm)
4. The Customer can upgrade to a Support Plan at any time either through the ‘Back Office’ of the System using its log-in credentials, or by contacting YUZE. 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.
5. 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.
6. All Support Plans are contracts for 12-month periods and are governed by the terms of this Agreement.
7. 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 direct debit or a credit or debit card. Payments are due each month, on the same day of the month that the Support Plan was purchased.
8. YUZE will attempt to take the payment each month through its payment providers. Where a payment fails, YUZE will attempt to take the payment again. If a payment continues to fail, YUZE retains the right to restrict access to the YUZE Software for all of the Customer’s licenses, locations and devices until all outstanding payments are made in full.
9. 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.
10. YUZE 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.
11. If the Customer has a Support Plan but uses third party hardware, YUZE will use reasonable endeavours to resolve any software compatibility issues, but any hardware maintenance issues will be the Customer’s sole responsibility.
Support Plan Renewal & Cancellationsome text
1. After one year (and each subsequent year), the Customer’s Support Plan will automatically renew for another year unless the Customer advises YUZE 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 YUZE that it does not wish to continue the Support Plan, YUZE will cancel the Support Plan contract with no penalty to the Customer.
3. To continue to use the YUZE Software after cancellation, the Customer must either pay the annual Support Plan licence fee or sign up to another Support Plan.
4. YUZE may also choose to end the Support Plan contract at any time if YUZE discontinues the Support Plan.

Delivery of Hardwaresome text
1. Whilst YUZE 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 YUZE of, any defects in the cosmetic condition of the Hardware within 24 hours of receiving the Hardware.
3. Provided clause 16.2 has been complied with, in the rare occasion that the Hardware is faulty or damaged on arrival, YUZE will provide the Customer with replacement Hardware.
4. Whilst YUZE shall use reasonable endeavours to deliver the Hardware by the date specified in the Customer's order, YUZE 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. YUZE’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 YUZE 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. YUZE 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.
YUZE Hardware Warrantysome text
1. Subject to clause 14.5, in relation to any new Hardware purchased directly from YUZE, and that is manufactured by YUZE, YUZE 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. Subject to clause 14.5, in relation to any refurbished Hardware purchased directly from YUZE, YUZE 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 12 months from the date of the delivery of the Products.
3. Each of the 12 month long warranties under clauses 14.1 and 14.2 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 14 shall not apply to:some text
  1. any third-party hardware. Third-party hardware is any hardware that is not manufactured by YUZE, or any Hardware which is not branded with the YUZE 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 and gradual 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 power surges;
  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 YUZE 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 YUZE in writing within the applicable warranty period and, at the Customer’s expense, return the item to YUZE for inspection. Within 28 days of receiving the Hardware in question, YUZE will examine the item and if covered by the warranty, at YUZE’s discretion, YUZE 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, YUZE retains the right to replace or repair the Hardware with refurbished or remanufactured parts. If YUZE determines that the Hardware is outside of the warranty rights, YUZE 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 YUZE 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, YUZE will replace the device with new Hardware, at YUZE’s expense.
Refunds and return of the Products
1. No return or refund will be issued by YUZE unless the complaints procedure outlined in clause 27 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. YUZE reserves the right to charge for any damages caused in transit due to poor packaging.
4. YUZE 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. YUZE will not process a return where any of the following apply:some text
  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 YUZE’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 Hardware and the Customer has personalised it;
  13. if the item is sold as faulty via YUZE’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. YUZE shall assess the return request by using the following process:
  1. YUZE 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. YUZE 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, YUZE 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 YUZE at the Customer’s expense, and only after the Products have been checked by an engineer of YUZE, will any payment be agreed upon and released. Reasonable return costs (at the cheapest available rate) will be refunded by YUZE where a fault is identified.
9. Refunds will only be made after reasonable endeavours have been made by YUZE 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 YUZE.
11. For any payments made through a finance company, YUZE 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.
Complaints Procedure
1. YUZE 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 YUZE 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 support@yuze.uk or by post to: YUZE Complaints, 3.13 Innovation Central, 10 John Williams Blvd South, Darlington, DL1 1BF.
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. YUZE will respond to the initial written complaint within two Working Days, confirming that YUZE has received the Customer’s complaint and advising the Customer of which YUZE 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 YUZE 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: YUZE does not tolerate any abusive, offensive or inappropriate behaviour or intimidation towards its staff. In the event that the Customer does not treat YUZE’s staff in a courteous and professional manner at all times, YUZE 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.
Intellectual Property Rights
1. All Intellectual Property Rights and all other rights in the Products shall vest and remain vested in YUZE.
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 YUZE 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 YUZE System for the enhancement of existing services and the provision of new services for YUZE, 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 other than as set out in the EULA at Annex A.
5. The Customer agrees not to remove deface or cover up any name plates, logos or trademarks appearing on the Products.
6. The Intellectual Property Rights in the Products supplied by YUZE may be owned by third party suppliers. Where YUZE 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 YUZE 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. YUZE recommends that the Customer exports this data from the stock history report from time to time to avoid any loss of data.
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 18.3 and excluding any provisions in this Agreement where an indemnity is provided by either party:some text
  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 YUZE giving rise to such liability.
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:some text
  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 19 shall survive termination of this Agreement, however arising.
Data Protection
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 YUZE with a document setting out the (a) subject matter and duration of any processing to be undertaken by YUZE; (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 YUZE does not have any control over the Customer’s data protection notices, policies and Terms & Conditions, the Customer will indemnify and keep YUZE and its Affiliates indemnified against all losses, costs, and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by YUZE arising out of or in connection with any claim in respect of: (a) a breach of clause 24.1, 24.2 or 24.3; (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 YUZE under clause 24.6.
4. Data Processor. YUZE 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 20 (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 YUZE shall not process the Personal Data for any other purpose, unless required by law to which YUZE is subject, in which case YUZE 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 YUZE 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 YUZE 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. YUZE 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 YUZE. Upon request, YUZE shall provide you with reasonably requested information within a reasonable timeframe to demonstrate its compliance with this clause 24. YUZE shall assist the Customer in relation to any data impact assessments and/or any prior consultation with the relevant data protection authority, provided that YUZE shall be entitled to charge a reasonable fee for such assistance.
6. Data Transfers. YUZE 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 YUZE or (ii) in order to arrange provision of services to you (such as those from a credit card company). However, YUZE 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 YUZE 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, YUZE shall return all Personal Data to the Customer as requested by the Customer in writing, provided that this shall not prevent YUZE from retaining a copy to meet its legal or regulatory obligations.
8. Sub-Processors. The Customer hereby agrees that YUZE 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 YUZE 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. YUZE cannot guarantee the recovery of Customer data where this is deleted by the Customer (or YUZE at the Customer’s request).
Indemnity
1. The Customer shall indemnify and keep YUZE 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 YUZE arising out of or in connection with any claim against YUZE in relation to or arising out of the Customer’s actions (including the actions of those granted access by the Customer) including:
  1. the Customer’s content or data on the YUZE System:
    1. 10.1.1.1.infringing a third party’s Intellectual Property Rights;
    2. 10.1.1.2.being inaccurate or incomplete ; and/or
    3. being defamatory, offensive, in breach of privacy or data protection laws or otherwise being in breach of any civil Tort or criminal statute.
  2. use of the Products in a manner which causes loss, harm or damage to YUZE or to any third party.
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 YUZE. YUZE 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:some text
  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:some text
    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 a substantial part of its business.
3. YUZE may terminate this Agreement with immediate effect if it reasonably believes that the Customer has infringed or will infringe YUZE’s rights or the rights of a third party.
4. If this Agreement terminates for any reason, notwithstanding any other provision, YUZE shall have no obligation to refund the Customer and all charges payable by the Customer to YUZE under this Agreement will become due and payable immediately. This clause is without prejudice to any right by YUZE to claim for interest or any other right under this Agreement.
5. The Customer’s data stored within the YUZE 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 YUZE.
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.
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 YUZE), 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 23.1, YUZE withholds the right to delay order deliveries by up to 30 days in the event of force majeure.
Auditsome text
1. During the term of this Agreement and for a period of two years following its termination, upon reasonable notice to the Customer, YUZE 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 YUZE (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 25.1, unless the audit identifies a material default by the Customer, in which case the Customer will reimburse YUZE 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 YUZE’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 YUZE’s then current rates).
Referrals
1. YUZE may provide the Customer with incentives (“Offer”) for the Customer to make referrals to relating to the YUZE Services and/or Products to third parties from time to time (“Referral”).
2. The terms of the Offer shall be documented by YUZE on the relevant web page or document detailing the Offer. Notwithstanding, any referral activity that has been formally pre-authorised by YUZE in the form of an Offer shall be governed by this clause 29.
3. In the event of conflict between the Offer terms and the terms of this clause 25, this clause 25 shall prevail.
4. To provide Referrals, the Customer may be permitted by YUZE 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 YUZE 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 YUZE 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.
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 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 YUZE to update this Agreement and its terms from time to time. If the Customer continues to use YUZE’s services after YUZE 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 26.2, 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 YUZE of any changes to their contact details.
5. Please note that YUZE 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 YUZE. YUZE 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 YUZE 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.

This Terms & Conditions was updated 14th May 2024.

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