General Terms and Conditions of Trading with OrderPIN

THESE TERMS & CONDITIONS SET OUT THE TERMS ON WHICH YOU WILL BE BOUND IF YOU PURCHASE PRODUCTS AND/OR SERVICES FROM OrderPIN. 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.

1. 1. Parties
   • BRAIN STATIO LIMITED is a company registered in England (company no. 11447045)with its registered address at 333 Stratford Workshops, Burford Road, London E15 2SP UK, England (“OrderPIN”); and
   • You are the customer who has engaged Brain Station Ltd to purchase Products and/or Services on behalf of the business that you work for (the “Customer”).
2. 2. Definitions and Interpretation
   • The definitions and rules of interpretation in this clause apply in this Customer Contract (“Agreement”): Data Protection Laws: means within the EU the EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the General Data Protection Regulation 2016/679 (GDPR) from 25 May 2018 and laws implementing or supplementing the GDPR (in the United Kingdom by the Data Protection Act 2018), and to the extent applicable, the data protection or privacy laws of any other country. ‘Personal Data’ shall have the meaning defined by the applicable Data Protection Laws; Device: any single item of Hardware provided by Brain Station Ltd to the Customer; Hardware: any hardware provided by OrderPIN, including without limitation, point of sale terminals, receipt printers, cash drawers, CCTV and epos peripherals; Intellectual Property Rights: any patents, copyright, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs (whether registered or unregistered) database rights, topography rights, moral rights, rights in confidential information (including without limitation, know-how and trade secrets) and any other intellectual property rights or industrial property rights, in each case whether registered or unregistered and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world; Product: any Hardware and/or Software; Professional Services: means all projects that are scoped out under the name ‘Professional Services’ in an order or Statement of Work; Return to Base: means that the Customer is required to send any Hardware with a fault or defect back to OrderPIN’s designated location to undertake testing of the Hardware; SAAS Plan(s): means any software-as-a-service plan offered by OrderPIN; Services: the services to be provided by Brain Station Ltd 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 Brain Station Ltd Ltd 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 Brain Station Ltd applications, interfaces and technical systems, including any Software and any related manuals; Working Days: Monday to Friday (excluding any bank or public holidays in England); and Working Hours: 9am to 6pm GMT on a Working Day.
   • 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.
3. 3. Application of this Agreement
   • This Agreement shall apply to any Products and/or Services provided by Brain Station Ltd 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 Brain Station Ltd and Brain Station Ltd 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 Brain Station Ltd 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.
4. 4. Choosing a Product and Services from OrderPIN
   • Brain Station Ltd Ltd shall provide information about its Products and Services to help inform the Customer’s basis of its purchase and, if requested by the Customer, Brain Station Ltd 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, Brain Station Ltd 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 OrderPIN.
   • Any advice or recommendation given by Brain Station Ltd Ltd 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 Brain Station Ltd is followed or acted upon at the Customer’s own risk, and accordingly Brain Station Ltd 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 Brain Station Ltd shall be subject to correction without any liability on the part of OrderPIN.
   • 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 Brain Station Ltd 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 Brain Station Ltd at all times), title to any Products ordered by the Customer shall pass to the Customer upon Brain Station Ltd receiving payment in full for those Products.
5. 5. Fees
   • All Product and Service pricing is provided in ‘good faith’ by OrderPIN. Unless stated otherwise in a quotation, written quotations are valid for 30 days from the date of their issue, however, some offers and discounts are subject to shorter timeframes. Where this is the case, the Customer will be advised by Brain Station Ltd representatives and/or in OrderPIN’s sales literature.
   • Pricing for our SAAS Plans and Support Plan charges (sections 11 and 12) will vary and pricing will increase dependent upon: (i) number of Devices and (ii) number of locations that have an associated Device. In these terms and conditions any pricing given is to licence or support a single item of Hardware. In particular:
   • Standard SAAS and Standard Support Devices are charged at £25 per month per device
   • Premium Support Devices are Charged at £55 per month per device
   • Standard SAAS and Standard and Premium Support Trading Locations are charged at £10 per month per device
   • Premium SAAS devices are charged at £30 per month per device
   • Premium SAAS Locations are charged at £20 per month per device
6. The Customer will reimburse Brain Station Ltd for any travel, subsistence and living expenses reasonably incurred for the performance of the Services, which Brain Station Ltd 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 Brain Station Ltd in cleared funds.
   • All prices Brain Station Ltd 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 Brain Station Ltd may have, if the Customer fails to pay Brain Station Ltd by the relevant invoice due date, Brain Station Ltd may:
   • charge interest on such sum from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment;
   • suspend the provision of the Services (including all of the Customer’s access to the Software); and/or
   • (where either section 8 or 9 applies), the Customer shall hold the Products on a fiduciary basis and Brain Station Ltd shall be entitled at any time to require the Customer to ‘deliver-up’ the Products to Brain Station Ltd and, if it fails to do so, the Customer acknowledges and agrees that Brain Station Ltd 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 Brain Station Ltd 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 Brain Station Ltd 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 Brain Station Ltd 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 OrderPIN’s then current rates.
7. 6. Customer Responsibilities
   • The Customer will be responsible for installing the Hardware (unless otherwise agreed in writing with OrderPIN) and will keep the Hardware in the environmental conditions recommended by Brain Station Ltd 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 OrderPIN’s instructions from time to time. The Customer will ensure that only personnel authorised by Brain Station Ltd 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 Brain Station Ltd with such information and assistance concerning the Hardware, its application, use, location and environment as Brain Station Ltd may reasonably require to enable it to carry out the Support Plan.
   • The Customer will immediately notify Brain Station Ltd if there is any failure of the Hardware or the System and will allow Brain Station Ltd 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 Brain Station Ltd to provide Brain Station Ltd 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. Brain Station Ltd 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 Brain Station Ltd 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.
8. 7. Internet / Network Requirements
   • OrderPIN’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 Brain Station Ltd 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.
   • The Customer must provide a separate physical network or a separate V-LAN for Brain Station Ltd 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.
   • The Customer is solely responsible for any connection charges, line rental charges and call charges in relation to any Products.
   • Whilst Brain Station Ltd 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. Brain Station Ltd is not responsible for any slow responses to its Systems, including where this is caused by the Customer’s poor internet / local network connection.
   • 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.
   • Where the System is to be used over wifi (e.g. tablets/mobile devices):
   • 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
   • 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 Brain Station Ltd Systems and should be considered when selecting a wifi solution.
   • Brain Station Ltd Systems are designed to work offline, but where no network connection (LAN or WAN) is available or the network connection is unreliable, some functionality is reduced.
   • Where Customer devices are used offline for long periods, the Customer must ensure that such devices are regularly (at least every 7 days) connected to the internet to ensure data is synchronised with its servers. All till devices must regularly (at least every 7 days) perform ‘End of Day/Close Till’ operations to ensure that the local data store can be archived to the servers.
9. 8. Hardware as a Service (Monthly Fee: Hardware without up-front costs)
   • Brain Station Ltd offers a monthly fee subscription option for the provision of the Products, whereby it will supply Hardware and/or Software solutions without any upfront cost. This includes CCTV integration. For this option, fees are charged on a monthly basis with a minimum contract term equal to the HaaS Period (“Subscription Contract”).
   • If the Customer cancels the Subscription Contract within the HaaS Period, or in accordance with clause 8.3.3 below, it must return any Hardware it has received and pay the remaining balance for the remainder of the HaaS Period. This is calculated by multiplying the number of months outstanding by the applicable monthly fee.
   • At least 90 days prior to the end of the HaaS Period the Customer shall notify Brain Station Ltd of its choice to either:
   • upgrade the Hardware where applicable and continue payment under the Subscription Service at the same rate (unless notified to the Customer by Brain Station Ltd from time to time in accordance with these terms). This will be for a further fixed period equal to the HaaS Period. All rights relating to Product warranties and the Swap It service shall continue to apply to the Hardware; or
   • keep the current Hardware and continue payment under the Subscription Service at the same rate (unless notified to the Customer by Brain Station Ltd from time to time in accordance with these terms). The rental of the Hardware under this option shall be on a rolling monthly basis, which may be cancelled at any time by the Customer providing Brain Station Ltd with at least one month’s prior written notice. All rights relating to Product warranties and the Swap It service shall continue to apply to the Hardware; or
   • cancel the Subscription Contract with effect from the end of the Subscription Contract term, and if the Customer fails to notify Brain Station Ltd within this 90 day period, clause 8.3.2 shall apply as the default position.
   • Subject to clause 8.2, either party can terminate the Subscription Contract at any time by providing the other party with at least 30 days’ prior written notice.
   • For the avoidance of doubt, title to the Products shall not pass to the Customer at any point under the Subscription Contract option and Brain Station Ltd will remain the owner of the Products at all times.
   • The Customer must arrange the safe return of Hardware within 10 Working Days of the end of the Subscription Contract.
   • If the Products are not returned, after a period of 10 Working Days from the end of the Subscription Contract (or any earlier date where termination takes place during the HaaS Period) that Brain Station Ltd has not received the Hardware, Brain Station Ltd will charge an additional £25 (ex vat) per item.
10. 9. Product Rental
    • Brain Station Ltd may offer the ability to rent the Products from Brain Station Ltd and where this is possible, it will notify the Customer of the rental period, and the applicable fees for that period.
    • On acceptance of an order, a deposit per point of sale terminal will be taken in addition to the first month’s rental fee. If the rental period is greater than one month, the subsequent payments will be due in one-month intervals, starting from the first date of the rental period.
    • Brain Station Ltd will remain the owner of the Products and will retain title in them at all times.
    • It is the Customer’s responsibility to ensure that the Hardware is maintained and returned in the same condition as it was dispatched (fair wear and tear excepted)
    • The Customer must arrange the safe return of Hardware within five Working Days of the end of the rental period.
    • Brain Station Ltd may offer to collect the Hardware, however, it is the Customer’s responsibility to document the cosmetic condition before the Hardware is collected by Brain Station Ltd (or OrderPIN’s third-party courier).
    • For each day after the five Working Days from the end of the rental period that Brain Station Ltd has not received the Hardware, Brain Station Ltd will charge an additional £25 (ex vat) per item.
    • Upon return of the Hardware, Brain Station Ltd will inspect the Hardware and compile a report. Based on the report, a full refund of the deposit may be made, less any adjustments. If the Customer is eligible for a return of the deposit, this payment will be made within 14 Working Days of receiving the returned Hardware.
    • If the Hardware is returned in a damaged condition where the cost of repair or replacement exceeds the value of the deposit, Brain Station Ltd retains the right to invoice the Customer for an additional sum to cover the damage exceeding the value of the deposit. The Customer must pay this sum within 14 days of the date of the applicable invoice.
    • If the Hardware is not returned after 28 days after the rental period, Brain Station Ltd will withhold the entirety of the deposit and invoice the Customer for the remaining value of the Products and any charges outstanding. This must be paid within 14 days of the date of the applicable invoice.
    • The Hardware rental does not include any ongoing services or consumables (e.g. support, applications or peripheral hardware such as USB scanners), but these are available on request (subject to agreed fees).
11. 10. Annual Software Licence Fee
    • Unless the Customer has opted to purchase a Support Plan, the Customer will be charged for a Software licence annually.
    • The annual Software licence provides the Customer with:
    • use of the Software for a minimum 12 calendar months;
    • maintenance and operating costs of the Brain Station Ltd servers; and
    • selective System updates, improving the running and functionality of the Software.
    • The first year of the Software licence is included within the price of purchasing the Software
    • The annual Software licence fee is chargeable for each separate point of sale terminal (as updated from time to time).
    • Payment of the Software licence is due on the anniversary of the original account activation for each point of sale terminal.
    • The Software licence fee is non-negotiable and is non-refundable in the event that this Agreement is terminated.
    • The Software licence shall apply for a minimum period of 12 months (“Initial Term”) and will automatically renew for further 12 month periods (each a “Renewal Period”) unless and until a party provides the other party with written notice to cancel the Software licence at least 30 days before the start of the next Renewal Period, which shall take effect no earlier than the end of the Initial Term or the end of the then current Renewal Period. Upon the start of each Renewal Period, the Customer will be charged for the Software licence fees (at the then current rates) via the original billing method.
    • The Customer acknowledges and agrees that upon the annual Software licence renewal date, the Customer will be required to upgrade to the then latest version of the Brain Station Ltd Software platform.
12. 11. Support Plan
    • Brain Station Ltd offers two optional Support Plans:
    • Standard Support, which shall include:
    • the annual Software licence fee;
    • access to the Brain Station Ltd support team during Working Hours;
    • remote technical and support from OrderPIN’s UK call centre;
    • Software updates;
    • email support;
    • encrypted backup of transaction data;
    • warranty upgraded from ‘Return to Base’ to ‘Swap It’ pursuant to clause 18; and
    • remote training for all Customer staff.
    • Premium Support, which shall include the contents of the Standard Support Plan and:
    • 24 hour telephone support; and
    • priority email support.
    • 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 OrderPIN. 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.
    • 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.
    • All Support Plans are contracts for 12-month periods and are governed by the terms of this Agreement.
    • 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.
    • Brain Station Ltd will attempt to take the payment each month through its payment providers. Where a payment fails, Brain Station Ltd will attempt to take the payment again. If a payment continues to fail, Brain Station Ltd retains the right to restrict access to the Brain Station Ltd Software for all of the Customer’s licenses, locations and devices until all outstanding payments are made in full.
    • 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.
    • Brain Station Ltd 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.
    • If the Customer has a Support Plan but uses third party hardware, Brain Station Ltd will use reasonable endeavours to resolve any software compatibility issues, but any hardware maintenance issues will be the Customer’s sole responsibility.
13. 12. Support Plan Renewal & Cancellation
    • After one year (and each subsequent year), the Customer’s Support Plan will automatically renew for another year unless the Customer advises Brain Station Ltd before the renewal date that it does not wish it to renew.
    • The Customer has a 30 day cooling-off period after the automatic renewal date in which to notify Brain Station Ltd that it does not wish to continue the Support Plan, Brain Station Ltd will cancel the Support Plan contract with no penalty to the Customer.
    • To continue to use the Brain Station Ltd Software after cancellation, the Customer must either pay the annual Support Plan licence fee or sign up to another Support Plan.
    • Brain Station Ltd may also choose to end the Support Plan contract at any time if Brain Station Ltd discontinues the Support Plan.