Our Website Terms & Conditions

This document together with any order forms or any other documents referred to herein constitute the terms and conditions on which we supply any of our products and services to you. Please read it carefully before placing your order. You should understand that by ordering any of our services you agree to be bound by these terms and conditions for the full duration of your service or usage of any of our websites.

Please note that our services are designed for use in relation to the law of England and Wales.

General Terms & Conditions

1. Definitions

1. "we" "our" and "us" means or refers to ZPos Limited (hereinafter referred to as ‘ZPos’). ZPos Limited is a company registered in England and Wales with company number 08513482, and VAT number GB209515319. Our registered office and principal place of business is
   ZPos Ltd
   10 Wildridings Square
   Bracknell
   Berkshire
   RG12 7SJ
   United Kingdom
2. "you", "your" and "client" means or refers to the company, firm or individual placing the order.
3. "Customer" means your customer, an end user who purchases from you as the client. This would usually refer to an individual ordering food from you.
4. "Minimum Term" means a period of 30 days from the date of your order with us
5. "Payment" means the price payable for the Support Services and Additional Services (if any) as set out in the order form.
6. "Schedule" means the schedule at the end of this document which gives details of the Services which ZPos Ltd are to provide to you.
7. "Services" means the Support Services and Additional Services (if any).
8. "Support Services" means the services more particularly described in the Schedule.

2. Formation of contract

1. The completion and submission by you of our order form shall constitute your acceptance of the Services and shall form a contract between us for the supply and purchase of those Services. These terms and conditions including the Schedule shall apply between us in respect of the Services ZPos  Ltd are to provide. Except to the extent that this agreement is varied by mutual consent in writing, it shall constitute the entire agreement between us and shall prevail over your own terms and conditions and any previous terms and conditions, agreement, representation, warranty, undertaking or understanding.
2. You and ZPos Ltd each agree and expressly represent to each other with the intention that the other shall be entitled to rely on the following representation and that you and ZPos Ltd shall be estopped from denying it. You and ZPos Ltd each represent to the other that in entering into this agreement neither you nor ZPos Ltd and shall be entitled to rely on, and shall have no remedy at law, in equity or under the Misrepresentation Act 1967 in respect of any statement, representation or other understanding (whether oral or in writing) of any person whether a party to this agreement or not other than as expressly set out in or referred to in this agreement. Nothing in this clause shall preclude any liability for fraud.

3. Terms of Payment

1. You are required to pay a non-refundable initial setup fee in respect of our Services. The amount is set out in the order form.
   1. ZPos Ltd will provide you with an opportunity to review the appearance and content of your website once the overall development is completed. Your website will be deemed to be accepted and approved and made live unless you notify us otherwise within seven (7) days of the date the designs are made available to you. ZPos Ltd will then make every effort to make amendments (within limitations of our platform) required in a reasonable timeframe (usually 2-3 days). If ZPos Ltd do not hear from you, despite attempts to contact, for a period of more than 7 days after this point ZPos Ltd are entitled to start to collect the agreed fees from the first available date.
   2. Once a written order and setup fee has been received. We aim to complete a customer’s website and deliver the associated printer and promotional printing within 28 days. Once this is complete as 3.1.1 above us shall make normal charges via direct debit without exception.
2. The payment shall be paid by you in advance on the 1st day of each month by direct debit, but for orders which require post calculations, these will be payable at the end of the month..
   1. If you do not have a Direct Debit setup at the time of invoice then we may retrive payment by other means, including but not limited to:
      1. Retaining the proceeds from your website's online card sales (where you use our gateway service) to cover any balances.
      2. Charge any card you have given us.
3. ZPos Ltd reserve the right to vary the Weekly Payment by giving you one (1) weeks’ notice in writing to take effect at any time on or after the expiry of the Minimum Term.
4. Where no sum is included in the Weekly Payment or any prices set out in our price list in respect of VAT, these shall be exclusive of VAT.
5. ZPos Ltd shall be entitled to charge you interest on any overdue amounts at the annual rate of 2% over the base rate of HSBC Bank PLC from time to time accruing on a daily basis and compounded weekly or part of a month until payment is made and this rate shall apply both before and after the issue of any legal proceedings ZPos Ltd may take against you to recover any unpaid amount. ZPos Ltd may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
6. In the event that any payment is overdue then without further notice, and without prejudice to any other rights or remedies, ZPos Ltd. will suspend provision of any service until such payment has been made. Suspension shall include the right for us to refuse access to your website and associated services. In the event of any such suspension, if you wish us to resume provision of the Services, ZPos Ltd shall be entitled to require payment in full of all due Payments and reserve the right to request extra funds to cover the next billing cycles payment as security.
   1. In the event of ZPos receiving notification from our Payment or Direct Debit agency of any cancelled Direct Debit for any of our product or services, we reserve the right to suspend website services until such time as satisfactory contact has been made or full payment due is made with no exceptions. We also retain the right to withhold any held card payments in full or part payment. In the event of a cancelled direct debit payment we will make an administration charge of £25 to reset.
   2. We reserve the right to charge your credit or debit cards held on file for outstanding invoices at any time, this may include invoking a direct debit payment too.
   3. Any charges for a chargeback relating to you or your customer will be passed on to you, with a minimum charge of £25.
7. Time shall be of the essence for all payments due under this agreement.
8. You shall not be entitled to withhold from your payment of the monthly payment or your payment of any invoice any sums save if owed by us to you under this agreement. For the avoidance of doubt you may not withhold any monies due to us.
9. ZPos Ltd reserve the right to withdraw any special offers or alter pricing at any time.
10. ZPos Ltd reserve the right to alter the price of your subscriptions and services to take into account fair inflation or our own service charges, included but not limited to:
    1. banking fees
    2. hosting fees
    3. development fees
    4. postal fees
    5. staff costs
    6. office costs
11. Unless otherwise stated, all prices quoted are exclusive of VAT. VAT will be charged in addtion according to the current UK rate.

4. Data Collected

1. Without limitation, any of the following Data relating to either the website visitor, client or the customer may be collected
   1. name
   2. title
   3. gender
   4. address such as post code, street address, city, county and country
   5. profession
   6. contact information such as email addresses and telephone numbers
   7. demographic information such as post code, preferences and interests
   8. IP address (automatically collected)
   9. web browser type and version (automatically collected)
   10. operating system (automatically collected)
   11. a list of URLS starting with a referring site, your activity on this Web Site, and the site you exit to (automatically collected)
   12. Cookie information.

5. Our Use of Data

1. Any personal Data you submit will be retained by ZPos Ltd. for as long as you use the Services and Systems.
2. Unless we are obliged or permitted by law to do so your Data will not be disclosed to third parties. This does not include our affiliates and/or other companies within our group.
3. Any or all of the above Data may be required by us from time to time in order to provide you with the best possible service and experience when using our Web Site. Specifically, Data may be used by us for the following reasons:
   1. Internal record keeping
   2. Improvement of our products/services
   3. Transmission by email of promotional materials that may be of interest to you
   4. Contact for market research purposes which may be done using email, telephone, fax or mail. Such information may be used to customise or update the Web Site.

6. Supply of Products Services

1. General
   1. ZPos Ltd shall use our reasonable endeavors to supply the Services in accordance in all material respects with this agreement. ZPos Ltd shall use our reasonable care and skill in delivering the Services to you.
   2. If you have opted for our online ordering website, you are paying the monthly fee for our service, leasing the design and coding of the website, and also supporting us to continue to work on our service. At all times, ZPos Ltd will retain ownership and copyright of the content, design and coding. If a service/subscription is terminated by either party then the lease of the design and coding shall be cancelled and the customer will no longer be permitted to use the design and coding of the website. There is no part of our system which is transferable or where source code can be sold or provided.
   3. ZPos Ltd will provide you with an expected completion date for the project. ZPos Ltd will endeavour to meet any given deadline, but will not guarantee, and are not bound in any way, to complete the project by this date.
   4. Whilst every endeavour will be made to ensure that the Website (including any scripts and other programming included) are free from errors, ZPos Ltd cannot accept responsibility for any losses incurred either directly or indirectly due to malfunctioning of the Website system or any of its external parts.
   5. Subject as ZPos Ltd shall use our reasonable endeavors to meet the performance dates specified, but such dates shall be estimates only and time shall not be of the essence for our performance. You acknowledge that where our performance is dependent upon the supply of information and/or materials by you, ZPos Ltd will not be liable for any delay resulting from your failure to supply such information and/or materials.
   6. ZPos Ltd reserve the right to place graphic hyperlinks on your website. The links can be in any form, including image, textual or video. The anchor text for any text link will be at our sole discretion. The links will be to https://www.zpos.co.uk or any other link at our discretion and will open in a new browser window.
   7. ZPos reserve the right, without notice, to place advertisements on your websites in any form we deem fit, and which will not hinder the main purpose of your website.
2. Domain Names
   1. Domain names will be registered and owned by ZPos Ltd. Our business name and address will appear on WHOIS records.
   2. ZPos maintain control and ownership of the domain once in our possession and we reserve the right to levy a fee to release the domain name from our systems.
3. Online Ordering Websites
4. Online Payment Gateway
   1. 3rd party payment gateway
      
      1. All support should be directed solely to your chosen provider. ZPos does not provide support for external gateways.
      2. We only support certain gateways. Please consult us before you signup for any contract as we will not be held liable for any losses you incur.
      3. We may consider other integrations however this will levy a development fee.
      4. Any debugging of code, or diagnosing problems will levy a labour charge.
   2. ZPos' payment gateway
      1. Our payment gateway service is backed by WorldPay (previously known as Streamline). WorldPay are the UK's largest provider of payment solutions.
      2. In addition to a monthly service fee, there are also some transactional fees. The following list should be considered as not complete; we reserve the right to pass on any other charges we incur to the client. All refunds (part/full) will incur a £2.50 fee plus any fees paid by the customer, chargebacks have a £30 fee.
      3. We will endeavour to pay out every week, on a Monday or Tuesday. This is not guaranteed and we also reserve the right to alter this payment date without prior notice.
      4. A payout will consist of the proceeds from your sales between a Monday 00:00:00 and Sunday 23:59:59, 2 weeks prior to the payout date. For example, if we are due to pay out to you on Monday March 16th 2015, then this will consist of orders between Monday 2nd March and Sunday 8th March.
      5. We can only pay out to a UK bank account.
      6. Until such time that we receive suitable proof of your bank account, ZPos will retain your funds and then release them in full on the following Monday when the information is received.
      7. If you wish to change your account, or sell your shop you must give us 30 days written notice (letter or email to your account manager). Without this notice we will not be held liable for funds transferred to the "old" account. You would be responsible for obtaining these funds in this instance.
      8. Changing your account for bank payments does not automatically change your Direct Debit. You must update that separately.
5. Email & Webmail Services
6. Hardware
   1. ZPrinter. For those using our online ordering services, ZPos Ltd will provide you with a printer which allows you to print and control your orders through means of GPRS/3G/4G and also WiFi. If you have any issues with the unit then you must phone 01344 304070 as ZPos Ltd can generally diagnose and fix most problems over the phone. In the event of a total unit failure, ZPos Ltd will provide a replacement within 3 working days. Orders can still be viewed via the customer’s webmail backup for which we will provide details. We do provide support for setup of this service. If a printer is returned damaged, we reserve the right to levy a charge for repair or replacement. After 12 months of having the printer, any replacement or repair will levy a charge.
7. SIM Cards & Network Services
   1. ZPos Ltd will not be held liable for any failure or loss of earnings due to 3rd party networks.
   2. We regularly test out the mobile operator services to ensure we are working with the most compatible.
   3. If a sim card fails, we will provide a replacement at no cost within 3 working days.
8. Printed Materials
   1. Design - 
   2. Quality - 
   3. Quantity - 
   4. Delivery - 

7. Termination

1. You or ZPos Ltd may terminate this agreement by giving the other 30 days’ notice in writing to expire at any time on or after the end of the Minimum Term. When a site redesign/makeover is undertaken the minimum term will recommence from the date the redesigned site is made live.
2. Either party may terminate this agreement immediately if the other party is adjudged bankrupt or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under this Agreement) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed of its assets or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party giving notice means that the other may be unable to pay its debts.
3. ZPos Ltd may terminate this Agreement with immediate effect and within the Minimum Term by giving you notice in writing if you commit any material breach of your obligations under it and (where such breach is capable of remedy) fail to remedy such breach within 30 days of receipt of our notice specifying such breach.
4. Upon termination if you request to have the domain transferred elsewhere, ZPos Ltd will aim to do this within a reasonable time frame when our domain admin transfer charge of £150 has been paid.
   1. Domain transfers are at our own discretion and we reserve the right to decline transfer of ownership and usage if we feel we can use the domain name for another use.
   2. ZPos will not assist in the transfer of a domain other than the minimum required to allow you or a third party to obtain it. This procedure would normally be as follows:
      1. UK domains - UK domain transfers require the domain controller to change a one word "TAG", once changed this would allow you to receive the domain in your new domain control panel. We would action the TAG change however you would be responsible for obtaining the domain. We will not be held accountable for a lack of technical knowledge and we recommend you seek expert advice.
      2. Com/net/org/biz/co domains - These will require us to unlock the domain in our domain control panel. We would provide you with an authorisation code. You would request a transfer from your domain control panel and we would approve the transfer within a fair amount of time.
5. Any initial setup fees taken at time of order or payments for services and software are non-refundable on termination at any time.
   1. When 30 days’ notice is given to cancel, we will terminate service on the 30th day. Any monies owed to you from our remittance services, such as a payment gateway, will be paid to you within 14 days after the contract is terminated on the 30th day. At which point a final remittance will be made less any outstanding monies owed to us such as monthly fees etc.
   2. For the online ordering websites, if you return the online ordering printer to us in a clean state, and fully working condition with all accessories and power lead, we will refund up to 50% of the money you paid for it. We may limit the refund based on the condition of the returned device. We will refund you within 14 working days. The printer must be returned to our office address in person or via signed for courier at your cost.
6. We will accept returns for hardware purchased relating to EPoS, such as cash drawers, caller IDs and computers provided it is returned to us in a resaleable condition, fully boxed and is in our possession within 30 days from the date of delivery. Costs for returning the products to us would be at the customer's expense. If these conditions are met then a 100% refund will be issued via the same method of payment that was used to start the order.

8. Effect of Termination

1. Upon termination of this Agreement ZPos Ltd shall:
   1. Immediately take down your website from our server. This includes your email services too.
   2. Disable any access given on our systems.
2. Upon termination of this agreement you shall immediately pay to us the balance of any monies due to us up to and including the date of termination, we also retain the right to withhold any held card payments in full or part payment
   1. With effect from the date of termination immediately cease to use any of our materials, including (without limitation) information sheets, newsletters and technical or other website content.
   2. When 30 days’ notice of termination is given, from this point until the site is taken down, we do not make any further graphical or general website changes, although the site is still live and able to process orders
3. Termination of this agreement shall be without prejudice to any accrued right of you or us.

9. Notices

1. Any notice under this agreement to be given by either party to the other shall be in writing and shall be delivered by hand (which includes courier) or sent by first class pre-paid post or special or recorded delivery to the other party.
2. Notices to us shall be addressed to us at
   ZPos Ltd
   10 Wildridings Square
   Deepdale
   Bracknell
   RG12 7SJ
3. Notices to you shall be addressed to you at the address detailed on the order form. Or in either case such other address as May from time to time be notified in writing by one party to the other.
4. A correctly addressed notice delivered by hand shall be deemed to have been received when delivered (or, if delivery is not during business hours at 10.00am on the first business day following delivery) or if sent by first class pre-paid post or special or recorded delivery shall be deemed to have been given two days after the envelope containing the same was so posted (excluding Saturdays, Sundays and bank and public holidays).
5. Any notice under this agreement shall not be validly served if sent by email or facsimile transmission.

10. General

1. If any provision set out in this Agreement is held by any competent authority to be invalid, unenforceable or illegal the other provisions shall remain in force.
2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
3. No failure or delay in exercising any right or remedy under this agreement or in law shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy. A waiver of a breach or default under this agreement does not constitute a waiver of any other breach or default and shall not affect the other terms of the agreement. A waiver of a right under this agreement is only valid if it is in writing and applies only to the party to which it is given and the circumstances for which it is given. The rights and remedies provided in this agreement are cumulative and are not exclusive of any rights or remedies provided by law.
4. Neither you nor ZPos Ltd shall be liable to the other if prevented from or delayed in performing our respective obligations under this agreement where the inability to perform those obligations is due to a reason beyond the reasonable control of you or us (as the case may be).
5. This agreement is personal to you. You shall not without our written consent be entitled to delegate or assign any of the obligations or rights rising under this agreement to any third party whatsoever.
6. ZPos Ltd may subcontract, delegate, transfer, charge or assign our rights and/or obligations under this agreement in whole or in part.
7. This agreement is made for the benefit of you and us and (where applicable) permitted successors and assigns and is not intended to benefit, or be enforceable by, anyone else whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
8. The agreement between you and us shall be governed by and construed in all respects in accordance with the laws of England.
9. ZPos Ltd reserve the right, at any time and from time to time, for any reason in our sole discretion, to add to, delete or modify these Terms at any time without prior notice. It means you are agreeing to be bound by the changes for this reason, ZPos Ltd encourage you to review these terms and conditions whenever you visit our website so you are aware of the current rights and obligations that apply to you. If ZPos Ltd make significant changes to our statement, ZPos Ltd may also notify you by other means, such as sending an e-mail or posting a notice on our website and/or social media pages.

11. Technical Support

1. Official Technical Support is available 10.00am - 6:30pm, Monday - Friday via the online helpdesk, live chat, email or via or our phone number.
2. Out of hours support will be provided where possible however response times cannot be guaranteed outside of the hours set out above. Out of hours support is available via email, online helpdesk, live chat or phone.

12.  Account

1. In order to purchase Goods on this Web Site and to use the member facilities you are required to create an Account which will contain certain personal details and Payment Information which may vary based upon your use of the Web Site as we may not require payment information until you wish to make a purchase.  By continuing to use this Web Site you represent and warrant that:
   1. All information you submit is accurate and truthful;
   2. You have permission to submit Payment Information where permission may be required; and
   3. You will keep this information accurate and up-to-date. Your creation of an Account is further affirmation of your representation and warranty.
2. It is recommended that you do not share your Account details, particularly your username and password. ZPos Ltd accepts no liability for any losses or damages incurred as a result of your Account details being shared by you.  If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.
3. If you have reason to believe that your Account details have been obtained by another without consent, you should contact ZPos Ltd immediately to suspend your Account and cancel any unauthorised purchases that may be pending.  Please be aware that purchases can only be cancelled until they are dispatched.  In the event that an unauthorised purchase is dispatched prior to your notifying us of the unauthorised nature of the purchase ZPso Ltd accepts no liability or responsibility and you should make contact with the Carrier detailed in the Purchase Information.
4. When choosing your username you are required to adhere to the terms set out above in Clause 10. Any failure to do so could result in the suspension and/or deletion of your Account.

13. Privacy

1. Privacy policy coming shortly, for now see Data Collection above.

14. Limitation of Liability

1. To the maximum extent permitted by law, ZPos Ltd accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Web Site or any information contained therein. Users should be aware that they use the Web Site and it’s Content at their own risk.
2. Nothing in these Terms and Conditions excludes or restricts ZPos Ltd's liability for death or personal injury resulting from any negligence or fraud on the part of ZPos Ltd.
3. Nothing in these Terms and Conditions excludes or restricts ZPos Ltd's liability for any direct or indirect loss or damage arising out of the incorrect delivery of Goods or out of reliance on incorrect information included on the Web Site.
4. Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions.  This term shall apply only within jurisdictions where a particular term is illegal.

15. Changes to the Service and these Terms and Conditions

1. ZPos Ltd reserves the right to change the Web Site, its Content or these Terms and Conditions at any time.  You will be bound by any changes to the Terms and Conditions from the first time you use the Web Site following the changes. If ZPos Ltd is required to make any changes to Terms and Conditions relating to sale of Goods by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in the future.

16. Law and Jurisdiction

1. These terms and conditions and the relationship between you and ZPos Ltd shall be governed by and construed in accordance with the Law of England and Wales and ZPos Ltd and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

17. Returns & Refunds

1. For any physical products purchased from us, where they are not custom made to order, will be able to be returned to us within 30 days of purchase, provided they are returned in the original condition and packaging supplied to you.