Terms of Service

These Terms of Service ("Terms") govern your access to and use of the PosKit platform, website, and related services (collectively, the "Service") provided by PosKit UK Ltd ("PosKit", "we", "us", or "our"), a company registered in England and Wales (company number 17076936), with its registered office at Butler House 3rd Floor, 177-178 Tottenham Court Road, London, W1T 7NY. By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Service.

1. Definitions

In these Terms, the following definitions apply:

• "Account" means the account you create to access and use the Service.
• "Authorised Users" means individuals you authorise to access the Service under your Account.
• "Customer Data" means any data, information, or material submitted by you or your Authorised Users to the Service.
• "Documentation" means the user guides, help materials, and technical documentation we make available for the Service.
• "Subscription" means the paid plan under which you access the Service, as set out in your Order Form or online subscription.
• "Order Form" means the ordering document or online subscription page specifying the Service, fees, and subscription term.

2. Account Registration and Eligibility

To use the Service, you must register for an Account. You agree to provide accurate, current, and complete information during registration and to keep your Account information up to date.

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or the organisation you represent. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must notify us immediately at support@poskit.app if you become aware of any unauthorised use of your Account.

3. Use of the Service

3.1 Licence Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during your Subscription term solely for your internal business purposes in accordance with the Documentation.

3.2 Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws or regulations.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Sublicence, resell, rent, lease, or otherwise make the Service available to any third party without our prior written consent.
• Interfere with or disrupt the integrity or performance of the Service or any data contained therein.
• Attempt to gain unauthorised access to the Service, other accounts, computer systems, or networks connected to the Service.
• Upload or transmit viruses, malware, or any other malicious code.
• Use the Service to store or transmit content that infringes the intellectual property rights of any third party.
• Remove, alter, or obscure any proprietary notices or labels on the Service.
• Use the Service in a manner that exceeds reasonable usage limits or places an unreasonable burden on our infrastructure.

3.3 Usage Limits

Your use of the Service is subject to the usage limits specified in your Subscription or Order Form, including but not limited to the number of Authorised Users, monitored devices, and locations. If you exceed your usage limits, we may charge you for the excess usage or require you to upgrade your Subscription.

4. Subscription, Fees, and Payment

4.1 Subscription Terms

The Service is provided on a subscription basis. Your Subscription term, pricing, and any applicable usage limits are set out in your Order Form or online subscription page. Unless otherwise specified, Subscriptions automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

4.2 Fees and Payment

You agree to pay all fees specified in your Order Form or online subscription. All fees are quoted in the currency specified and are exclusive of applicable taxes unless stated otherwise. Payment is due within 30 days of the invoice date, or as otherwise specified. We may charge interest on overdue amounts at a rate of 4% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.3 Price Changes

We may adjust our pricing from time to time. We will provide you with at least 30 days' written notice before any price increase takes effect. Price changes will apply from the start of your next renewal period.

4.4 Taxes

You are responsible for all applicable taxes, duties, and government levies arising from your use of the Service, except for taxes based on PosKit's net income. If we are required to collect or pay taxes on your behalf, such taxes will be invoiced to you and you agree to pay them promptly. For customers within the United Kingdom, VAT will be added to all invoices at the prevailing rate.

5. Customer Data

5.1 Ownership

You retain all rights, title, and interest in and to your Customer Data. Nothing in these Terms transfers ownership of your Customer Data to PosKit.

5.2 Licence to Customer Data

You grant us a non-exclusive, worldwide licence to use, copy, store, process, and display your Customer Data solely to the extent necessary to provide, maintain, and improve the Service, and as otherwise described in our Privacy Policy.

5.3 Data Protection

To the extent that Customer Data includes personal data as defined under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, we will process such data in accordance with our Privacy Policy and, where applicable, a Data Processing Agreement ("DPA"). For enterprise customers, a DPA is available upon request.

5.4 Data Security

We implement appropriate technical and organisational measures to protect Customer Data against unauthorised access, loss, destruction, or alteration. These measures include but are not limited to TLS 1.3 encryption in transit, AES-256 encryption at rest, regular security audits, and access controls. Details of our security practices are available in our Security Documentation.

5.5 Data Retention and Deletion

Upon termination of your Subscription, we will retain your Customer Data for a period of 90 days, during which you may request an export of your data. After this period, we will delete your Customer Data in accordance with our data retention policies, unless retention is required by applicable law.

6. Intellectual Property

6.1 Our Intellectual Property

The Service, including all software, algorithms, user interfaces, designs, text, graphics, and other content (excluding Customer Data), is the exclusive property of PosKit or its licensors and is protected by copyright, trademark, patent, and other intellectual property laws. These Terms do not grant you any rights to our intellectual property except as expressly set out herein.

6.2 Feedback

If you provide us with suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use, modify, and incorporate such Feedback into the Service without any obligation to you.

7. Third-Party Integrations

The Service may integrate with or provide access to third-party applications, services, or POS systems ("Third-Party Services"). Your use of Third-Party Services is subject to the respective third party's terms and conditions. We do not control and are not responsible for the availability, accuracy, or content of Third-Party Services, and we make no representations or warranties regarding them.

8. Service Levels and Support

8.1 Availability

We use commercially reasonable efforts to make the Service available in accordance with any service level agreement ("SLA") applicable to your Subscription tier. SLA terms, including uptime commitments and service credits, are set out in the applicable SLA document or Order Form.

8.2 Maintenance

We may perform scheduled maintenance on the Service from time to time. We will use reasonable efforts to provide advance notice of scheduled maintenance that may affect Service availability. Emergency maintenance may be performed without advance notice where necessary to maintain the security or integrity of the Service.

8.3 Support

We provide technical support in accordance with the support plan associated with your Subscription tier. Support is available via email at support@poskit.app and through our support portal.

9. Confidentiality

Each party agrees to treat as confidential all non-public information disclosed by the other party that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information ("Confidential Information"). Neither party shall use or disclose the other party's Confidential Information except as necessary to perform its obligations or exercise its rights under these Terms. This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without restriction; (c) is independently developed by the receiving party; or (d) is disclosed pursuant to a legal requirement, provided the receiving party gives reasonable prior notice where permitted.

10. Warranties and Disclaimers

10.1 Our Warranty

We warrant that: (a) we have the authority to enter into these Terms; (b) the Service will perform substantially in accordance with the Documentation during your Subscription term; and (c) we will provide the Service with reasonable skill and care.

10.2 Disclaimer

Except as expressly set out in these Terms, the Service is provided "as is" and "as available". To the maximum extent permitted by applicable law, we disclaim all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components.

10.3 Consumer Rights

Nothing in these Terms affects any statutory rights that cannot be excluded or limited under applicable law, including the Consumer Rights Act 2015 (where applicable).

11. Limitation of Liability

11.1 Exclusion of Certain Losses

To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, business, or goodwill, whether arising from contract, tort (including negligence), breach of statutory duty, or otherwise, even if the party has been advised of the possibility of such damages.

11.2 Cap on Liability

Subject to Section 11.3, the total aggregate liability of either party under or in connection with these Terms shall not exceed the total fees paid or payable by you to PosKit during the 12-month period immediately preceding the event giving rise to the claim.

11.3 Unlimited Liability

Nothing in these Terms limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (d) any other liability that cannot be limited or excluded by applicable law.

12. Indemnification

12.1 Our Indemnification

We will defend you against any third-party claim alleging that your use of the Service in accordance with these Terms infringes that third party's intellectual property rights, and will indemnify you against any damages finally awarded or settlements agreed, provided that you: (a) promptly notify us of the claim; (b) give us sole control of the defence and settlement; and (c) provide reasonable cooperation at our expense.

12.2 Your Indemnification

You will defend us against any third-party claim arising from: (a) your Customer Data; (b) your use of the Service in violation of these Terms; or (c) your violation of applicable laws, and will indemnify us against any damages finally awarded or settlements agreed.

13. Term and Termination

13.1 Term

These Terms commence on the date you first access the Service and continue until your Subscription is terminated in accordance with this section.

13.2 Termination for Convenience

Either party may terminate a Subscription by providing written notice of non-renewal at least 30 days before the end of the then-current Subscription term.

13.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) commits a material breach of these Terms and fails to remedy such breach within 30 days of receiving written notice; or (b) becomes insolvent, enters administration, or has a receiver appointed over its assets.

13.4 Effects of Termination

Upon termination: (a) your right to access the Service will cease immediately; (b) you must pay any outstanding fees; (c) we will make your Customer Data available for export for 90 days as described in Section 5.5; (d) each party must return or destroy the other party's Confidential Information. Sections that by their nature should survive termination will continue in effect, including Sections 5.1, 6, 9, 10, 11, 12, and 15.

14. Suspension

We may suspend your access to the Service immediately if: (a) you fail to pay any fees when due and such failure continues for more than 14 days after we provide written notice; (b) your use of the Service poses a security risk to the Service or any third party; (c) your use may subject us to liability; or (d) suspension is required by law or a regulatory authority. We will use reasonable efforts to provide advance notice of any suspension and to restore access as soon as the grounds for suspension have been resolved.

15. General Provisions

15.1 Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales for any dispute arising under or in connection with these Terms. This does not affect any mandatory consumer protection rights you may have under the laws of your country of residence.

15.2 Dispute Resolution

Before commencing any legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. If the dispute is not resolved within 30 days, either party may refer the matter to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure before commencing court proceedings.

15.3 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemic, war, terrorism, power outages, or internet service provider failures.

15.4 Entire Agreement

These Terms, together with any Order Form, DPA, and SLA, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, representations, and understandings.

15.5 Amendments

We may update these Terms from time to time. We will notify you of any material changes by email or by posting a notice on the Service at least 30 days before the changes take effect. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes.

15.6 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided that the assignee agrees to be bound by these Terms.

15.7 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.8 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any right is only effective if in writing and applies only to the specific instance.

15.9 Notices

Notices to PosKit should be sent to legal@poskit.app or by post to PosKit UK Ltd, Butler House 3rd Floor, 177-178 Tottenham Court Road, London, W1T 7NY. We will send notices to you at the email address associated with your Account. Notices are deemed received on the day sent by email or three business days after posting by first-class mail.

15.10 Third-Party Rights

These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

16. Contact Us

If you have any questions about these Terms, please contact us:

• Email: legal@poskit.app
• Support: support@poskit.app
• Website: https://poskit.app