Terms and Conditions
PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY BEFORE USING PIXELS FIRST POINT OF SALE SOFTWARE. BY USING PIXELS FIRST SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE SOFTWARE.
Parties to the contract and definitions.
- “Customer” is the person who accepts a quotation of PIXELS FIRST LIMITED for the sale of the Goods or whose order for the Goods is accepted by PIXELS FIRST LIMITED. The customer is responsible for reading and agreeing our terms and conditions as they will form the basis of the contract of purchase and service agreement.
- “The Company” Pixels First limited. PIXELS FIRST LIMITED is responsible for providing a purchase and service that meets the agreements within the terms and conditions.
- “Agreement” means an agreement for the sale, installation and support of computer software and hardware consisting of these terms and conditions and the Schedules.
- “Support Services” means the support services to be provided to the Customer where called for in the Schedule (if any).
- “Support Fee” means the price for both the Annual Licence Fee for Software and the provision of the Support Services.
- “Third Party Software” means the software to be supplied or supported as part of this Agreement but which is under a licence agreement directly between a third-party licensor and the Customer.
- “Software” means any PIXELS FIRST POS and Bespoke Software updated or added to from time to time
- Subject always to PIXELS FIRST LIMITED conforming to all reasonable security and safety requirements of the Customer, the Customer shall afford to PIXELS FIRST LIMITED personnel reasonable access to the Site(s) at all reasonable times for PIXELS FIRST LIMITED performance under this Agreement.
- The Customer understands and accepts that it will be necessary for the Customer to promptly supply information to PIXELS FIRST LIMITED and to give PIXELS FIRST LIMITED personnel access to the Customer’s staff, equipment, data and items supported hereunder, to enable PIXELS FIRST LIMITED to perform its obligations hereunder.
- For the purposes of PIXELS FIRST LIMITED providing the Support Services and during any period of such support.
- the Customer will appoint contact persons as the points of contact through which PIXELS FIRST LIMITED will co-ordinate support activities for the Customer. Only those contacts have authority to require support and assistance under this Agreement. The Customer shall ensure that the contacts are sufficiently trained in use of the System to enable proper liaison between PIXELS FIRST LIMITED and the Customer.
- the Customer shall not during any period of Support Services by PIXELS FIRST LIMITED allow any supported item to be interfered with or modified or added to without the prior written agreement of PIXELS FIRST LIMITED.
- It is the Customer’s responsibility to operate supported items in accordance with instructions issued by PIXELS FIRST LIMITED and/or the manufacturer and to retain sufficient trained staff to operate it in a proper manner.
- PIXELS FIRST LIMITED requires the Customer to have an error-correcting fully operational modem and connectivity at each Site to enable PIXELS FIRST LIMITED to directly link to any CPU upon which any software covered by this Agreement resides. PIXELS FIRST LIMITED will re-Charge the call costs monthly in arrears. PIXELS FIRST LIMITED recommends to the Customer, the use of an uninterruptible power supply (UPS) at each site.
- The Customer shall carry out regular back-ups to removable media stored separately from the supported items and carry out other normal system housekeeping routines. PIXELS FIRST LIMITED shall not be liable for any loss or damage sustained or incurred by the Customer or any third party through loss or spoiling of data resulting from any maintenance activity by PIXELS FIRST LIMITED required or performed under this Agreement. PIXELS FIRST LIMITED will use reasonable endeavours to put right any such loss of data or programs, but reserves the right to charge for such.
- The Customer remains totally responsible to have adequate Virus protection to all parts of the business.
- The Customer accepts that a valid Log number issued by PIXELS FIRST LIMITED is the only acceptable and recognise method of logging support calls.
- The customer is responsible to secure and keep safe all software and 3rd Party software license media and documentation, PIXELS FIRST LIMITED have no obligation to keep this information.
Buying from PIXELS FIRST LIMITED:
- These Terms and Conditions are available on our website.
- It is the customer’s responsibility to read and agree to the terms and conditions prior to making payment.
- All product pricing is provided in “good faith”. Written quotations will usually be valid for 30 calendar days from issue, however, some offers, and discounts are subject to shortened timeframes. Where this is the case, the customer will be advised by PIXELS FIRST LIMITED employees and/or in PIXELS FIRST LIMITED sales literature.
- All prices PIXELS FIRST LIMITED quotes are ex VAT. Where VAT should be paid, this will be added on the invoice before payment is received.
- Once a payment is received the contract between PIXELS FIRST LIMITED and the Customer is in force.
- PIXELS FIRST LIMITED may record phone calls for security and training purposes.
- PIXELS FIRST LIMITED shall provide information about our products and services to help inform the basis of the purchase.
- If requested by the Customer, PIXELS FIRST LIMITED may provide a full demo of our software free of charge for maximum of 30 days if the customer desires to help inform the customer of the purchase.
- It is the responsibility of the customer entirely to ensure that the hardware and software products they are purchasing meet their requirements.
- PIXELS FIRST LIMITED will provide a written quotation on request. This quotation is a guideline price and does not form the basis of any contract between the Customer and PIXELS FIRST LIMITED.
- Any advice or recommendation given by PIXELS FIRST LIMITED or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by PIXELS FIRST LIMITED is followed or acted upon at the Customer’s own risk, and accordingly PIXELS FIRST LIMITED shall not be liable for any such advice or recommendation which is not so confirmed.
- 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 PIXELS FIRST LIMITED shall be subject to correction without any liability on the part of PIXELS FIRST LIMITED.
Monthly instalments plan:
- PIXELS FIRST LIMITED may offers some services where we supply hardware and/or software solutions, with/without any upfront cost for a monthly fee.
- These services have a fee, which is charged monthly, with a minimum contract length of 12 calendar months.
- The customer will be advised of the monthly fee at the time of purchase.
- If the customer cancels the contract within 12 months they must return any hardware they have received, and pay the remaining balance of the 12 months contract. This is calculated by multiplying the number of months outstanding by the monthly fee.
- After 12 calendar months, the contract automatically becomes a rolling contract, with the monthly fee remaining the same. Either party can cancel the contract at any time, by giving 30 days’ notice.
- The Customer is always responsible for ensuring timely payments to avoid default charges. PIXELS FIRST LIMITED will charge £5 (ex vat) for each day that payment is overdue.
- The Customer holds PIXELS FIRST LIMITED harmless against any defaults or claims arising out of use of the equipment.
- Month based instalment plan may or may not include license fee.
- Payment becomes due on the agreed date of each month.
- The fee is non-refundable.
Annual Licence/support Fee:
- PIXELS FIRST LIMITED charges an annual license to all customers using the PIXELS FIRST LIMITED Software, except for those on a Support Plan (which includes the fee).
- The first year’s license fee is included in the price of purchasing our software.
- The Annual Licence Fee is currently £179 (ex vat) per device.
- Payment becomes due on the anniversary of the original account activation.
- The fee is non-negotiable and non-refundable.
- PIXELS FIRST LIMITED will notify the customer 30 days prior to the due date. Failure to make payment within the 30 days will restrict the access to the platform until the payment is made.
- Payment of the annual licence fee provides the use of the PIXELS FIRST LIMITED software for next 12-month period.
- After one year the customer’s contract will automatically renew for another year unless the Customer advises PIXELS FIRST LIMITED before the renewal date that they do not wish it to renew.
- The customer has a 30-day cooling-off period after the automatic renewal date in which to notify PIXELS FIRST LIMITED that they do not wish to continue Support, PIXELS FIRST LIMITED will cancel the contract with no penalty to the Customer.
- To continue to use the PIXELS FIRST LIMITED software after cancellation the Customer must either pay the Annual License Fee or sign up to another Support Plan.
- PIXELS FIRST LIMITED may also choose to end the contract if:
- The Customer does not pay the charges when they are due.
- The Customer breaks this agreement and/or a related agreement in any other material way and you don’t correct the situation within 7 days of us asking you to do so.
- We reasonably believe that you are infringing or have infringed our rights or the rights of a third party.
- The Customer are the subject of a bankruptcy order, or become insolvent, or make any arrangement with or for the benefit of creditors.
- PIXELS FIRST LIMITED discontinues this product.
- Where PIXELS FIRST LIMITED ends this contract, they will give at least 30 days’ notice.
- Upon the termination of this license your software will be restricted without any liability to PIXELS FIRST LIMITED.
Monthly Support Plan:
- Where the Customer chooses to pay monthly they must provide recurring payment details either through direct debit or a credit or debit card
- Monthly payments are due each month, on the same day of the month the plan was purchased.
- PIXELS FIRST LIMITED will attempt, through their payment providers, to take the payment each month. Where payments fail PIXELS FIRST LIMITED will attempt to take the payment again.
- If a payment fails PIXELS FIRST LIMITED retains the right to restrict access to the PIXELS FIRST LIMITED software at no liability to PIXELS FIRST LIMITED.
- for all the Customer’s licenses, locations and devices until payments continue, and missed payments are received in full.
Renewal & Cancellation:
- If the customer wishes to cancel their Support Plan mid-way through the one-year contract, they will be liable to pay a charge calculated by multiplying the number of months remaining on the contract by their monthly payment.
Standard Support includes:
- Unless otherwise expressly agreed PIXELS FIRST LIMITED, support services will be provided during normal UK business hours of 9.00 a.m. to 5.30 p.m. Monday to Friday, excluding Public Holidays.
- PIXELS FIRST LIMITED warrants that it shall use all reasonable endeavours to carry out the Support Services described herein in a professional manner and shall always use reasonable endeavours to maintain the items supported in good working order. The periodic updates provided under support for the Software may include legislative updates the scope of which can vary considerably. Where major legislative changes take place, it is expressly if PIXELS FIRST LIMITED reserves the right to make an additional charge which shall be spread evenly over all its customers for the Software to cover the updates dealing with such legislative changes. Such updates are deemed to be outside of the Support Fee cost.
- Supported software: PIXELS FIRST LIMITED will use all reasonable endeavours to respond to any request by the Customer within 72 hours of receiving notification of such need from the Customer… Error correction is provided on a reasonable effort basis, and PIXELS FIRST LIMITED cannot guarantee to correct any error within any given timescale. The Customer shall endeavour to provide written notification and appropriate examples supporting any error found. Major errors that are found in software supported hereunder then PIXELS FIRST LIMITED will supply any correction of same by first class post on disc or tape (as appropriate). As part of the support service PIXELS FIRST LIMITED shall provide updates and releases from time to time to the software supported during the term of this Agreement. It is the Customer’s responsibility to install corrections, updates and releases to the software and for ensuring that their staffs have the capability of doing so. PIXELS FIRST LIMITED shall have the right to make additional charges for services, which are required due to the Customer failing to install such items correctly. Where PIXELS FIRST LIMITED must carries out site visits for support, it reserves the right to charge over and above the annual or monthly Support Fee. PIXELS FIRST LIMITED reserve the right not to deal with or to make additional charges for, reported errors in such software which:
- are the result of failure of equipment or other software not covered by this Agreement;
- Faults in mains electrical supplies or operator error;
- Are, or could be reasonably construed as, a lack of knowledge of the software;
- Are caused by air conditioning, humidity or other environmental conditions;
- are caused by the accident, neglect, misuse or default of the Customer or any third party;
- Are due to acts of God, war, acts of Violence or any similar occurrence;
- Result from any attempt by any person, other than PIXELS FIRST LIMITED, to modify or maintain the software otherwise than in the case of only trained Customer staff carrying out normal System functions;
- are caused by cable or connector malfunctions.
- Supported equipment. Support is provided during the hours set out in 12.1 and on the items listed in the Schedule. On receipt of a telephone request for support for an item, PIXELS FIRST LIMITED will log the call and endeavour to identify the problem as either an engineering problem or a software problem or a system operating software problem. PIXELS FIRST LIMITED will, if, appropriate to the problem reported, dispatch an engineer to the Site concerned. PIXELS FIRST LIMITED will use all reasonable endeavours to ensure that PIXELS FIRST LIMITED engineer will respond within 72 hours on the CPU, all other equipment will be dealt with on a swap out basis on the 72 hours following receipt of defective goods subject to manufacturer warranty in place. Where the problem encountered relates to a CPU and if the terms of this Agreement provide that temporary replacement equipment will be provided to the Customer the engineer will endeavour to load the hard disc of the CPU, if unaffected, onto a loaned CPU and thus leave the Customer with a working system, but the Customer must appreciate that such may not always be possible. If, on attendance at Site, the engineer believes the Support Fee does not cover the fault, the customer will be advised, and in such event, any corrective activity, spare parts and the cost of the visit itself, shall be charged. The service provided assumes normal use of the equipment and relates to normal wear and tear. PIXELS FIRST LIMITED reserve the right to make additional charges at its standard rates for the time being in force where its engineers are called out because of faults which:
- are the result of accident, unauthorized transportation, alteration, neglect or misuse;
- Is the result of failure of the Customer to provide and maintain a suitable operating environment as recommended by PIXELS FIRST LIMITED and/or the manufacturer. PIXELS FIRST LIMITED shall not be liable for any item, which fails due to manufacturers design or inherent defects.
- nor shall PIXELS FIRST LIMITED be liable to perform any work, which is in the opinion of PIXELS FIRST LIMITED impractical to perform owing non-standard use or location.
- PIXELS FIRST LIMITED shall provide all necessary tools and test equipment, which in the opinion of PIXELS FIRST LIMITED ‘engineer is required to ensure the operational efficiency of the equipment.
- The Customer shall be responsible for all operating materials and of all consumables, including but not limited to print heads, laser cartridges, ribbons, toners, infuser and developer kits all of which are outside the scope of the Support Fee.
- PIXELS FIRST LIMITED reserves the right to make additional charges to the Customer to cover all the cost repairing equipment if required.
- providing new or updated versions of operating system, databases or software utilities, for whatever reason.
- The Support Fee does not include, and additional charges shall be made for.
- Repair or support in respect of any data corruption and in respect of software support arising from such data corruption;
- All costs for any calls made to fit supplies;
- Because of the Customer allowing access by a third party to a supported item where PIXELS FIRST LIMITED has agreed to perform corrective activities and not to terminate the Agreement and not to delete the item concerned from the list of items being supported.
- Providing new or updated versions of an operating system of an item of Hardware;
- Telephone (modem) transfer of programs and/or data will be charged to the Customer at PIXELS FIRST LIMITED prevailing rates. Any Site visits carried out by PIXELS FIRST LIMITED in respect of support outside that covered by the Support Fee are carried out at PIXELS FIRST LIMITED discretion and may be chargeable at PIXELS FIRST LIMITED current daily rate for such service together with the reasonable costs of accommodation, travelling time and travelling expenses all of which shall be over and above the Support Fee covered by this Agreement.
- Period of Support
the Support Services shall commence on the Delivery Date and shall be for the Initial Period and thereafter extend automatically for further one-year periods unless or until terminated by the either party giving at least 30 days written notice effective and prior to the next Anniversary Date.
- The Customer shall not move any supported item either from one Site to another location or within the same or between different buildings without the prior written consent of PIXELS FIRST LIMITED, as such can affect the ability of PIXELS FIRST LIMITED to support it. PIXELS FIRST LIMITED shall have the right to vary the Support Fee or to terminate support in respect of such item or items.
Software End User License Agreement:
- General Use
- The software, interfaces, content, fonts, documentation and any data that came with your PIXELS FIRST LIMITED license as may be updated or replaced by software updates or system restore software provided by PIXELS FIRST LIMITED whether in read only memory, on any other media or in any other form are licensed, not sold, to you by PIXELS FIRST LIMITED LTD for use only under the terms of this License.
- PIXELS FIRST LIMITED retain ownership of the software itself and reserve all rights not expressly granted to you.
- PIXELS FIRST LIMITED, at its discretion, may make available future updates to the software for your Epos system.
- The customer shall carry out regular back-ups to removable media stored separately from the supported items and carry out other normal system housekeeping routines. PIXELS FIRST LIMITED shall not be liable for any loss or damage sustained or incurred by the customer or any third party through loss or spoiling of data resulting from any maintenance activity by PIXELS FIRST LIMITED required or performed under this Agreement. PIXELS FIRST LIMITED will use reasonable endeavours to put right any such loss of data or programs, but reserves the right to charge for such.
- The customer remains totally responsible to have adequate virus protection to all parts of the system.
- Any additional software which is downloaded by the customer, which is not already preinstalled on your system, is done at the customers own risk.
- Software license restrictions:
- Each license allows you to use the software on the specific terminals requested by the customer at point of purchase.
- Each license does not allow the Software to exist on more than one terminal, and you may not make the PIXELS FIRST LIMITED software available over a network where it could be used by multiple devices or multiple computers at the same time unless otherwise agreed by the supplier PIXELS FIRST LIMITED.
- This license does not grant you any rights to use PIXELS FIRST LIMITED proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third party devices and accessories for use with the Epos system. Except as and only to the extent expressly permitted in this license or by applicable law, you may not copy, decompile, reverse engineer, disassemble, and attempt to derive the source code of, decrypt, modify, or create derivative works of the PIXELS FIRST LIMITED software, PIXELS FIRST LIMITED software updates, or any part thereof. Any attempt to do so is a violation of the rights of PIXELS FIRST LIMITED. If you breach this restriction, you may be subject to prosecution and damages.
- You may not rent, lease, lend, redistribute or sublicense the PIXELS FIRST LIMITED software or software updates
Limitations on Hardware and Software Warranty:
PIXELS FIRST LIMITED does not warrant that CUSTOMER’s operation of the Hardware or Software will be uninterrupted or error free. CUSTOMER assumes the responsibility to take adequate precautions against damages to CUSTOMER’s operation that could be caused by such interruptions or errors. In addition to the limitations described in other Sections of this Agreement, the limited Hardware and Software Warranty will not apply to Hardware or Software that has (i) been serviced, modified, repaired or altered by anyone other than PIXELS FIRST LIMITED , (ii) has not been installed or maintained by CUSTOMER or a third party in accordance with PIXELS FIRST LIMITED’s requirements, and (iii) has been subjected to electrical stress, power fluctuations, improper or unauthorized use or negligence, acts of God or malicious software.
- This license is effective until terminated. Your rights under this license will terminate automatically without notice from PIXELS FIRST LIMITED if you fail to comply with any term(s) of this license. Upon the termination of this license your software will be restricted.
- No cancellation or variation of an order by the Customers shall be effective unless made in writing and until accepted in writing by an authorised officer of PIXELS FIRST LIMITED. PIXELS FIRST LIMITED 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.
- In respect of the Software PIXELS FIRST LIMITED may terminate the license to use granted under this Agreement forthwith on given notice to the Customer if:
- the Customer commits any material breach of any term of the license or this Agreement and, in the case of a breach capable of being remedied fails to do so within thirty days after receipt of a request in writing from PIXELS FIRST LIMITED to remedy the breach; and/or
- The Customer fails to pay the Support Fee which includes the Annual License Fee for Software due under this Agreement.
- If the Customer purports to cancel this Agreement in whole or in part otherwise than through the default of PIXELS FIRST LIMITED, the Customer shall become immediately liable to compensate PIXELS FIRST LIMITED by way of liquidated damages pay to PIXELS FIRST LIMITED 50% of the Price relating to the whole or part of the System which the Customer has purported to cancel if the Customer purports to do SO before Acceptance.
- Upon termination of the license to use the Software granted to the Customer under this Agreement, howsoever occasioned, the Customer shall return the Software to PIXELS FIRST LIMITED within 7 days of the termination date and destroy all copies thereof. This provision shall survive any termination whether of the license to use Software or of the Agreement.
- To the extent not prohibited by law, in no event will PIXELS FIRST LIMITED be liable for personal injury, or any incidental, special indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the PIXELS FIRST LIMITED software and software updates however caused, regardless of the theory of liability (contract, tort or otherwise).
- In no event shall PIXELS FIRST LIMITED’s liability to you for all damages exceed the amount of your initial purchase price foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
- Software License Fees, Labour and Services. NO REFUND WILL BE GIVEN FOR ANY software provided CUSTOMER or prepaid software license fees or labour provided, expended or committed to CUSTOMER. CUSTOMER shall have no claim against PIXELS FIRST LIMITED for any other refunds or damages.