Terms and Conditions

EPOS NOW (UK) LIMITED

GENERAL TERMS & CONDITIONS OF BUSINESS (B2B) — UK

Version 2.43 — Effective date 1 November 2026 for all new and existing customers

These terms and conditions, together with your Order (the sales invoice issued to your billing contact), govern the supply of products and services by Epos Now (UK) Limited (company number 07666961). Your Order sets out the Plan and/or Subscriptions you have purchased, your pricing, your minimum term and any special requirements that apply to you.

BY PLACING AN ORDER AND/OR USING ANY SERVICES, SOFTWARE OR HARDWARE PROVIDED BY EPOS NOW, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. MANY OF OUR OFFERINGS HAVE FIXED TERM PERIODS, WHICH ARE STATED IN YOUR ORDER — PLEASE ENSURE YOU FULLY UNDERSTAND THE COMMITMENT YOU ARE MAKING.

PLEASE ENSURE THAT YOU HAVE READ THE NETWORK REQUIREMENTS FOR OPERATION OF OUR HARDWARE.

PLEASE ENSURE THAT ANY SPECIFIC OPERATIONAL REQUIREMENTS ARE NOTIFIED TO US IN WRITING BEFORE COMMITTING TO PURCHASE.

1 Definitions

"Agreement" means these Terms & Conditions, your Order and any schedules, appendices or written variations signed by both parties.

"Business Day" means Monday to Friday other than public holidays in England.

"Care Plan" means the ProtectNow Care Plan described in clause 13.

"Charges" means all fees, charges and expenses payable by you under this Agreement, as set out in your Order or notified in accordance with this Agreement.

"Confidential Information" means all information of a confidential or proprietary nature, in any form, which one party discloses or makes available to the other in connection with this Agreement, including pricing, the terms of your Order, and commercial, financial, technical and security information, but excluding information to which the first sentence of clause 20.2 applies.

"Customer" / "you" means the business entity placing an Order. We do not contract with consumers (clause 2.4).

"Early Termination Fee" has the meaning given in clause 7.3.

"Epos Now", "we" / "us" means Epos Now (UK) Limited (company no. 07666961).

"Epos Now Payments" means our integrated card-payment service provided through a facilitating bank, as described in clause 14.

"Fixed Term" has the meaning given in clause 4.4.

"Hardware" means the physical equipment supplied by us.

"Inactivity Fee" means the monthly fee per Payment Terminal that we may charge under clause 9.4 where an Integrated payment solution is not used at the Minimum Processing Level.

"Material Breach" means a breach of a fundamental term of this Agreement, or any other breach which is serious, and not trivial, in its nature or consequences. A failure to pay Charges when due and any breach of clause 16 (Acceptable Use) are each a Material Breach.

"Minimum Processing Level" means the minimum level of card processing described in clause 9.3.

"Notional Value" means the value of an item of Hardware as stated in your Order or, where not stated, its fair market value when new. The Notional Value reflects that Hardware is supplied at a discounted price on the assumption that you will honour this Agreement.

"Order" means your order for Products and/or Services as accepted by us, comprising the sales invoice issued to your billing contact, which sets out the Plan and/or Subscriptions and Products ordered, the Charges, any deposit, your Fixed Term and any special requirements applicable to your Plan.

"Payment Premium" means the additional monthly Charge applied to a Plan that does not include an Integrated payment solution, as described in clause 9.2.

"Payment Terminal" / "POS Terminal" means a card-payment terminal supplied for use with Epos Now Payments. Title to Payment Terminals always remains with us (clause 6.1).

"Plan" means a bundle of Subscriptions sold under a single contract with consolidated billing, as set out in your Order. A Plan may also include Hardware at a discounted price.

"Primary Contact" means the individual named as the primary or billing contact in your Order (as updated under clause 26.4), or a director of your business listed at Companies House.

"Products" means Hardware and/or Software.

"Rolling Monthly Plan" means a Plan or Subscription which continues from month to month without a Fixed Term, as stated in your Order (clause 7.1).

"Services" means the services provided under your Plan or Subscriptions, together with cloud services, installation and any other services provided by us.

"Device Licence" means the software-as-a-service licence required for each point-of-sale device, described in clause 11.

"Subscription" means an individual recurring service — including a Device Licence, a Support Plan, a Care Plan and Epos Now Payments — whether taken as part of a Plan or separately.

"Software" means our point-of-sale software licensed under the EULA (Appendix B).

"Support Plan" means a Standard or Premium support plan described in clause 12 and Appendix A.

"System" / "Epos Now System" means the Epos Now cloud platform, the Software, the Back Office and the associated services we provide.

Other capitalised terms defined elsewhere in this Agreement have that meaning.

2 Formation of Contract & Your Order

2.1A quotation is an invitation to treat, not a binding offer. The Agreement is formed only when we issue an invoice or deliver Products.

2.2Your Order forms part of the Agreement. In the event of conflict, your Order prevails over these terms in respect of pricing, minimum terms and Plan-specific requirements.

2.3These Terms prevail over any terms proposed by you unless we expressly accept those terms in writing, signed by an authorised Senior executive or vice-president.

2.4This is a business-to-business contract; the Consumer Rights Act 2015 and other consumer legislation does not apply. If you are a sole trader, you confirm that you are entering into this Agreement wholly or mainly for the purposes of your trade or business, and you contract with us as a business customer.

2.5It is your sole responsibility to ensure the Products and Services you order meet your business requirements. Any verbal advice you rely upon should be confirmed by you in writing before ordering. Typographical or clerical errors in any of our sales literature, quotations or invoices are subject to correction without liability.

3 Account Registration & Security

3.1You must provide accurate, current and complete information when registering your account and placing an Order, and keep it up to date throughout the Agreement. We may suspend Services or your account where information is reasonably believed to be false, incomplete or out of date, or where suspension is required for our anti-money-laundering, know-your-customer or other compliance obligations.

3.2You are responsible for all activity on your account and for anyone you allow to access it. You must keep login credentials secure and confidential; use passwords that meet our published minimum length and complexity requirements and are not easily guessable, reused from other services or shared between users; update passwords regularly; and not use "remember me" functions on shared or public devices.

3.3You must notify us immediately if you become aware of any unauthorised access to or use of your account or credentials, and provide reasonable cooperation with us to investigate and remediate it.

3.4Multi-factor authentication: We strongly recommend that multi-factor authentication ("MFA") is enabled and kept enabled on your account and on every user login at all times. Enabling, maintaining and managing MFA for your account and users is your responsibility. WHERE YOU DISABLE MFA, SHARE CREDENTIALS, OR ALLOW CREDENTIALS TO BE USED BY STAFF OR THIRD PARTIES WITHOUT APPROPRIATE CONTROLS, YOU ACCEPT THE RISK OF UNAUTHORISED ACCESS AND WE WILL NOT BE LIABLE FOR ANY LOSS, TRANSACTION, REFUND, PAYOUT CHANGE OR DATA ACCESS RESULTING FROM IT.

3.5User access: You must assign each member of staff their own login with permissions appropriate to their role, and remove access promptly when a person leaves or changes role. Any instruction, transaction or change made through your account is deemed authorised by you.

3.6Authorised instructions: We will only act on instructions, account changes, cancellations or complaints given by, and will only discuss your account with, your Primary Contact or a person your Primary Contact has authorised in writing. We may decline to act on an instruction until we have verified the identity and authority of the person giving it.

3.7Risk and compliance decisions: We carry out risk, fraud, credit and compliance assessments of customers on onboarding and throughout the Agreement, in accordance with our anti-fraud and financial-crime policies. Where we suspend, restrict or terminate Services or an account on the basis of such an assessment, we are not obliged to disclose the detail of the assessment, our risk criteria or thresholds, or the information relied upon, and may be prevented from doing so by law. We will tell you that a risk or compliance decision has been made and, where we are able to, the general nature of it.

4 Plans, Subscriptions & Support Requirements

4.1We offer Plans which bundle individual Subscriptions (such as the Device Licence, Support, Care Plan and Epos Now Payments) into a single contract with consolidated billing and a single monthly Charge. Plans may also include Hardware at a discounted price. The Plan you have chosen, the Subscriptions it includes, its pricing and any special requirements are set out in your Order.

4.2Your Plan constitutes your access to the Services included within it. If your Plan is suspended or terminated, your access to all Subscriptions bundled within it is suspended or terminated with it.

4.3Subscriptions may also be taken out separately from a Plan. Where taken separately, each Subscription is a separate contract with its own term, pricing and renewal as stated in your Order, and references in this Agreement to a Plan apply to that Subscription as the context requires.

4.4Unless expressly stated otherwise in your Order, each Plan is supplied on a fixed term of 12, 24 or 36 months as stated in your Order (the "Fixed Term"). If no term is stated, the Fixed Term is 12 months.

4.5You may upgrade your Plan, or add Subscriptions to it, at any time; the revised Charges take effect from the next billing date and are reflected in your consolidated billing. Downgrades take effect at the end of the current Fixed Term. Where Hardware was supplied at a discounted price as part of your Plan, a downgrade may affect eligibility for that discount, as set out in your Order.

4.6You must maintain either (a) an active Support Plan or (b) a paid Device Licence for each point-of-sale device, whether within a Plan or as separate Subscriptions. Without one of these, the Hardware will not function.

4.7Beta Features: We may make features, products or services available on a beta, pilot or pre-release basis, identified as such. Beta features are provided "as is", may be changed or withdrawn at any time without notice, are excluded from the support targets in Appendix A and from any warranty under clause 22.1, and should not be relied upon for business-critical operations.

5 Hardware Supply

5.1Hardware is dispatched only once any upfront payment or deposit stated in your Order has been received in cleared funds. We also reserve the right, in some instances, to dispatch Hardware only after you have completed onboarding and any required anti-money-laundering checks.

5.2Plans that include hardware provide it for your use during the period in which you have a continuing software contract with us.

5.3Where your Order includes an upfront payment, a deposit is payable on placing the Order as stated in your Order. Deposits are non-refundable except as stated in your Order.

6 Title to goods, Risk & Return of Hardware

6.1Retention of Title: Where your Plan includes an upfront payment for hardware, title to that Hardware (excluding Payment Terminals) passes to you only when all Charges for it are paid in full. IMPORTANT: Title to Payment Terminals always remains with us.

6.2Zero-Upfront Plans: Where your Plan has no upfront hardware payment, title to the Hardware remains with us at all times. On termination or expiry of your Plan (or of the Subscription providing your Device Licence or Support Plan), the Hardware must be returned to us. We will provide suitable return labels for this purpose.

6.3Return Window: Hardware to which we retain title must be returned within 45 days of the date on which the relevant Plan or Subscription ends, however it ends. If it is not received within that period, we may invoice you its Notional Value. If the Hardware is returned after the 45-day period, no refund of the Notional Value will be applicable. This clause deals only with the return of Hardware; it does not give you any right to cancel during the Fixed Term (see clause 7.3).

6.4Returned Hardware must be complete and in reasonable condition, fair wear and tear excepted. We may charge the reasonable cost of repair or replacement of missing or damaged items.

6.5Risk in Hardware passes to you when we hand it to the courier for delivery to you. You must insure Hardware for no less than its Notional Value until title passes under clause 6.1 or the Hardware is returned to us.

6.6If you fail to pay any sum by its due date, we may, after giving reasonable notice, enter your premises to recover Hardware to which we retain title.

7 Term & Termination

7.1The Agreement starts on the Order date and, for each Plan or separately-taken Subscription, continues for its Fixed Term. A Rolling Monthly Plan may be terminated by you on one calendar month’s written notice, expiring at the end of a calendar month.

7.2Renewal: Unless cancelled by giving at least 30 days’ written notice expiring at the end of the Fixed Term, a Plan renews automatically for a further period equal to the previous term. Each renewal period is treated as a Fixed Term for the purposes of this Agreement. Separately-taken Subscriptions renew in accordance with their own renewal provisions (clauses 11 to 13), which apply in place of this clause 7.2.

7.3Early Termination by You: YOU HAVE NO RIGHT TO CANCEL A PLAN OR SUBSCRIPTION WITHOUT CAUSE DURING ITS FIXED TERM. If you nevertheless end a Plan or Subscription during the Fixed Term other than under clause 7.6 or clause 8.5, you must buy out the remainder of the Fixed Term by paying an Early Termination Fee equal to all monthly Charges that would have fallen due for the remainder of the Fixed Term. The fee is due immediately; we will apply a 3.5% discount for early settlement on payment being received.

7.4How to Give Notice: Where you are entitled to end a Plan or Subscription (with effect from the end of its Fixed Term, as a Rolling Monthly Plan, or under clause 7.6 or clause 8.5), or you choose to end it early and pay the Early Termination Fee under clause 7.3, you may give notice for an individual Subscription, or for all of your Subscriptions and Services, (a) at support.eposnow.com/s/billing, or (b) by written notice to us in accordance with clause 26.3. A request made through the portal constitutes written notice for the purposes of this Agreement. This clause sets out how notice is given; it does not give you any right to cancel during the Fixed Term without paying the Early Termination Fee. In each case termination takes effect in accordance with the notice periods and terms applicable to the relevant Plan or Subscription.

7.5The Early Termination Fee is a fundamental pricing term; without it, you accept that our prices would be significantly higher.

7.6Either party may terminate immediately if the other party: (a) commits a Material Breach and (if remediable) fails to remedy it within 14 days of written notice; or (b) becomes insolvent or unable to pay its debts, enters liquidation or administration, or suffers any analogous event.

7.7We may also suspend or terminate immediately: (a) if required by a regulator, card scheme or facilitating bank; (b) if we reasonably believe you are infringing our or a third party’s rights; (c) if you are in Material Breach of clause 16 (Acceptable Use); (d) if multiple related Epos Now accounts are created by the beneficial owner of your business or its associates to manipulate fees or circumvent checks; (e) if, in our reasonable opinion, you, your business or your transactions present an unacceptable fraud, credit, security, regulatory or reputational risk (clause 3.7 applies to any such decision); or (f) if you publish or cause to be published any statement about us, our staff or our services which is false, misleading or defamatory, without prejudice to any other remedy available to us.

7.8Common reasons which do NOT justify cancellation of an Order include: selling or closing your business; your broadband being inadequate; your assumption of compatibility with third-party products not verified with us in writing before purchase; or the Products not operating with third-party apps we do not support.

7.9On termination: all outstanding Charges become immediately due; we have no obligation to refund amounts already paid; your commercial data remains available for download for 30 days, after which it may be deleted, save that we may retain data, in full or anonymised form, where and for so long as retention is required by governing legislation; and clauses intended to survive (see clause 31) remain in force.

7.10Pausing your account: If your business trades seasonally or is temporarily closed, you may ask us in writing to pause your Plan or Subscriptions. Any pause is at our discretion and on terms we notify to you in writing (including any reduced Charge during the pause). During a pause, access to the Software may be restricted and Support, Care Plan and Epos Now Payments entitlements do not apply. A pause does not shorten your Fixed Term: the Fixed Term is extended by the length of the pause, and full Charges resume automatically at the end of the agreed pause. A pause is not a cancellation and does not trigger the Early Termination Fee.

8 Pricing, Payment & Taxes

8.1Your Charges are set out in your Order and are exclusive of VAT unless clearly stated otherwise. We invoice monthly in advance unless your Order states otherwise.

8.2Payment & Billing Frequency: Recurring Charges are payable monthly or annually in advance, as stated in your Order. Monthly Charges are collected by recurring direct debit or debit/credit card payment, due on the same day of each month as your purchase. Where you have a Plan, the Subscriptions within it are billed as a single consolidated Charge.

8.3Failed Payments: If a payment fails, we will attempt to take it again, including against any secondary payment details held on your account. If payment continues to fail, we may restrict access to the Software for all of your licences, locations and devices until all outstanding payments are made in full.

8.4We may vary Charges by giving 30 days’ written notice. The change takes effect at the end of that notice.

8.5If you are in a Fixed Term and a price increase (alone or aggregated over a rolling 12-month period) exceeds CPI + 3%, you may terminate the affected Plan or Subscription by giving us 30 days’ notice within 30 days of receiving the price-increase notice.

8.6If any sum is overdue by more than 30 days, we may suspend Services and demand immediate payment of all remaining Charges due to the end of your agreement, together with the Notional Value of any Hardware to which we retain title that is not returned in accordance with clause 6.3 (with the 45-day period running from the date of our demand).

8.7We may assign any debt owed by you to a third party or pass it to a debt-collection agency, including your contact details, and may claim compensation and interest under the Late Payment of Commercial Debts (Interest) Act 1998.

8.8Billing Account: You can view and manage your billing — including invoices, your Plan and Subscriptions, payment methods and billing contact details — at support.eposnow.com/s/billing.

8.9It is your responsibility to keep your billing information (including payment method, billing contact and billing address) accurate and up to date at all times. A payment failing because your billing information is out of date does not relieve you of your payment obligations, and clause 8.3 applies to failed payments.

8.10Taxes: You are solely responsible for determining, collecting, reporting and remitting all taxes, duties and levies arising on your own sales and business activity. Products, Services and any reports they generate do not constitute tax advice.

8.11We may charge taxes where required by law and may be required to report transaction information to tax authorities (including under digital-platform reporting rules). You will indemnify us against any liability, penalty or cost arising from your failure to meet your tax obligations.

8.12No set-off: All amounts due to us must be paid in full without any set-off, counterclaim or deduction (other than a deduction required by law).

9 Payment Processing

9.1We offer both Integrated and Non-Integrated payment solutions. Your Order states which applies to your Plan. Integrated payments are provided through Epos Now Payments (clause 14).

9.2Non-Integrated Solutions: Where your Plan does not include integrated payments, a Payment Premium is applied to your Plan at the pricing outlined in your Order. The Payment Premium is part of the price of a non-integrated Plan; it is separate from the Inactivity Fee in clause 9.4, which applies only to Integrated solutions.

9.3Integrated Solutions — Activation & Minimum Processing Level: Where your Plan includes an Integrated payment solution, you must, within 45 days of this Agreement, activate your POS Terminal. This requires you to carry out a single Integrated Payments transaction and thereafter process per rolling 30-day period either (i) at least 75 per cent of your card processing or (ii) card payments to a minimum of £2,000 (the "Minimum Processing Level"), for the duration of the Fixed Term.

9.4 SHOULD YOU FAIL TO PROCESS THE MINIMUM PROCESSING LEVEL IN ANY ROLLING 30-DAY PERIOD WHILE CLAUSE 9.3 APPLIES, EPOS NOW MAY BY WRITTEN NOTICE CHARGE YOU A FEE PER MONTH PER PAYMENT TERMINAL (THE "INACTIVITY FEE"), AT THE PRICING OUTLINED IN YOUR ORDER. THE INACTIVITY FEE IS SEPARATE FROM THE PAYMENT PREMIUM IN CLAUSE 9.2.

9.5By re-establishing the Minimum Processing Level threshold subsequently for a period of 30 days, the Inactivity Fee will be suspended for so long as you then continue to meet the Minimum Processing Level.

9.6In the event that Epos Now has invoiced you the Notional Value of the Payment Terminal (under clause 6.3 or clause 8.6), the provisions of clauses 9.3 to 9.5 shall cease to apply from the date of that invoice.

9.7You will not be required to meet the Minimum Processing Level in the event of a planned or unplanned cessation of the Products and Services, including a Force Majeure Event (clause 24).

9.8If your business is seasonal, Epos Now may at its discretion, notified to you in writing, average the Minimum Processing Level over a longer period. Any requests under this paragraph should be made by you to Customer Support.

10 Delivery

10.1Delivery dates are estimates; time is NOT of the essence. We are further not liable for delay caused by events beyond our control.

10.2You must inspect Hardware on delivery and notify us of cosmetic defects within 24 hours of receipt. Provided you do so, we will replace faulty or damaged Hardware.

10.3All deliveries must be signed for by you or your authorised representative. It is your responsibility to provide correct address and contact details and to ensure an authorised person is available to receive delivery.

11 Device Licences

11.1The Software is provided as a service. Each point-of-sale device requires a Device Licence, which is provided either within your Plan or as a separate Subscription, and is payable monthly or annually as stated in your Order.

11.2Your right to use the Software is granted under the EULA (Appendix B) and continues only while the Charges for your Device Licence (or the Plan that includes it) are paid. Software updates are applied automatically as described in the EULA, and you must keep your devices on supported versions of the Software and operating system.

11.3A Support Plan is optional. Where you hold a Device Licence without a Support Plan, you have access to the Software, automatic updates and the Back Office; support services, response targets and the other benefits in Appendix A are not included.

11.4A Device Licence included within a Plan is billed as part of the consolidated Plan Charge and renews with the Plan (clause 7.2). A Device Licence taken separately runs for the term stated in your Order and renews automatically for a period equal to the previous term, unless cancelled in accordance with clause 7. Fees paid annually in advance are not pro-rated or partially refunded.

12 Support Plans

12.1We offer two optional Support Plans — Standard and Premium — available within a Plan or as a separate Subscription. Each includes the Device Licence for the covered device. The benefits of each Support Plan, service hours and response targets (SLAs) are set out in Appendix A.

12.2Support Plans run for a 12-month minimum term (or the term stated in your Order). Billing frequency, payment methods and failed-payment handling are as set out in your Order and clause 8.

12.3Where a Support Plan is taken separately, at the end of its term it renews automatically for a period equal to the previous term unless you cancel, or confirm that you do not wish to renew, by giving us at least 30 days’ written notice before the renewal date in accordance with clause 7. A Support Plan included within a Plan renews with the Plan (clause 7.2).

12.4Early cancellation of a Support Plan within its term triggers a charge equal to the remaining monthly fees for that term, due immediately; we will apply a 3.5% discount for early settlement on payment being received.

12.5You may upgrade from Standard to Premium Support at any time via the Back Office or by contacting us. The unused portion of your Standard Support Plan will be credited against the Premium Support Plan on a pro-rata basis; the upgrade does not cancel your existing contract, and the Premium Support Plan continues for at least 12 months from the upgrade date.

12.6Changes to Support Plan fees are made in accordance with clause 8.4, and your termination rights in respect of any increase are as set out in clause 7 and clause 8.5.

12.7If you use third-party hardware, we will use reasonable endeavours to resolve software compatibility issues, but hardware maintenance remains your sole responsibility.

13 ProtectNow Care Plan

13.1The Care Plan is a stand-alone subscription covering specified solutions and the Kitchen Display Screen, charged per month per covered solution on a term as outlined in your Order, running from the point of sale of each solution. If no term is stated in your Order, the term is 12 months.

13.2Whilst active, the Care Plan entitles you to up to two instances of accidental damage cover per covered solution during each term of the Care Plan, subject to the excess per instance stated in your Order. It covers only the Epos Now solutions and KDS specified in your Order; third-party products and products not specified in your Order are not covered.

13.3We may vary the products eligible for cover under new Care Plans. If we withdraw cover for a product attached to your existing plan, you may terminate the Care Plan for that product without penalty for the remainder of its term (this right does not extend to other contracts or services).

13.4Renewal: Where the Care Plan is included within your Plan, it renews alongside your Plan in accordance with clause 7.2. Where the Care Plan is taken out separately, at the end of its term it renews automatically for a period equal to the previous term, unless cancelled on at least 30 days’ written notice before renewal.

13.5Early cancellation or failure to pay within the term incurs an Early Termination Fee equal to the remaining monthly fees for that term, due immediately; we will apply a 3.5% discount for early settlement on payment being received.

13.6If a Care Plan is cancelled after its term ends, any unused accidental-damage entitlements are forfeited. A new Care Plan may be purchased for the same devices; it will form a new contract on the term stated in the new Order.

14 Epos Now Payments

14.1Epos Now Payments is provided through a facilitating bank, currently Adyen N.V., whose details are provided during onboarding, when you will be required to accept its terms of use. Epos Now is not a bank; the service is provided under the banking-as-a-service mandate of the facilitating bank.

14.2If you use Epos Now Payments, the separate Epos Now Payments Terms & Conditions apply, which you will be asked to sign and accept. They are a separate agreement and are not incorporated into this Agreement. The Epos Now Payments Terms & Conditions take priority over these terms for all matters relating to Epos Now Payments, including payment processing, settlement, chargebacks, reserves and the facilitating bank; pricing in your Order takes precedence over any sums set out in the Epos Now Payments terms.

14.3IMPORTANT — THIS IS A FUNDAMENTAL TERM OF YOUR AGREEMENT. WHERE YOUR ORDER STATES THAT YOUR PLAN’S PRICING DEPENDS ON EPOS NOW PAYMENTS, YOU MUST ACTIVATE EPOS NOW PAYMENTS AND KEEP PROCESSING AT OR ABOVE THE MINIMUM PROCESSING LEVEL. IF YOU FAIL TO DO SO, WE MAY, BY WRITTEN NOTICE, MOVE YOU TO THE CORRESPONDING NON-INTEGRATED PLAN AT OUR THEN-CURRENT PRICING, WITH EFFECT FROM THE DATE OF THE NOTICE. THIS RIGHT IS IN ADDITION TO, NOT INSTEAD OF, OUR RIGHTS UNDER CLAUSE 9. YOUR PRICING HAS BEEN SET ON THE BASIS THAT YOU WILL PROCESS YOUR CARD PAYMENTS THROUGH EPOS NOW PAYMENTS; WITHOUT THAT COMMITMENT OUR PRICES WOULD BE SIGNIFICANTLY HIGHER.

14.4You must keep your KYC and contact information up to date and notify changes within 3 working days. Failure to do so may result in the facilitating bank suspending payouts and ultimately returning payments to your customers, for which Epos Now will have no liability.

14.5We may suspend your access to Epos Now Payments if you fail to update KYC information; incur excessive chargebacks or refunds; where required by a regulator, scheme owner or the facilitating bank; or where in our reasonable opinion your actions have caused a potential security threat, data breach, fraud or other crime or damage to the payment network.

14.6We or the facilitating bank may delay, hold or reserve settlement funds for up to 6 months, including for a period after suspension or termination, to cover actual or anticipated chargebacks, refunds, fines or other liabilities. Such holds are otherwise governed by the Epos Now Payments Terms & Conditions and the facilitating bank’s terms.

15 Customer Responsibilities

15.1Install and use Hardware in accordance with our guidelines; keep it clean, secure and within recommended environmental conditions.

15.2Ensure Hardware is used only by properly trained staff and serviced only by personnel we authorise. PCI-DSS compliant hardware (including Payment Terminals) must not be opened, adjusted or modified.

15.3Export and retain copies of the reports and data you need for your own records, on a regular basis (see also clause 21.5).

15.4Till devices used offline must be connected to the internet and perform End-of-Day/Close Till operations at least every 72 hours so local data can synchronise and archive to our servers. This requirement applies to till devices only, not Payment Terminals.

15.5Maintain adequate antivirus and firewall protection across the Epos Now System.

15.6Notify us promptly of any Hardware or System failure and give us the access and information we reasonably need to diagnose and repair issues.

16 Acceptable Use

16.1You must use the Products and Services only for lawful business purposes and in compliance with all applicable laws and regulations, including anti-money-laundering, sanctions and export-control laws. You must not use the Products or Services if you, your beneficial owners or your business are subject to sanctions or located in a sanctioned territory.

16.2You must not: (a) use the System to sell goods or services that are unlawful, or that fall within prohibited business categories notified by us or our facilitating bank from time to time; (b) scrape, harvest or extract data from our systems by automated means; (c) circumvent or attempt to circumvent any technical limitation, security measure or usage restriction; (d) interfere with or disrupt the integrity or performance of the System or the data of other customers; (e) introduce viruses, malware or other harmful code; or (f) use the Products or Services to infringe the rights of any person.

16.3A breach of this clause 16 is a Material Breach of the Agreement and entitles us to suspend Services immediately while it continues, without prejudice to our termination rights under clause 7.

17 Internet & Network

17.1You must provide a reliable internet connection of at least 7 Mbps download / 0.6 Mbps upload for up to four tills, plus bandwidth for your other business needs. Larger installations require proportionately higher speeds.

17.2Provide a segregated LAN or VLAN for Epos Now devices; do not share it with congested guest networks or streaming devices. LAN infrastructure (cabling, switches, router) is your responsibility, as are all connection and line charges.

17.3Where the System is used over wifi, you are responsible for wifi setup, coverage and management, and you acknowledge wifi is inherently less robust than a wired network.

17.4Offline Mode: Epos Now till Software is designed to continue trading during a loss of network connection, provided the till application is already open and signed in on the device when the connection is lost. Offline Mode cannot be started, and the till application cannot be launched or signed into, without a connection. While offline, core till functions continue but functionality is reduced — cloud synchronisation, Back Office reporting, integrations and card payments may be unavailable or delayed until the connection is restored. Data recorded offline synchronises when the device reconnects (see clause 15.4).

17.5We are not responsible for performance issues caused by inadequate connectivity.

18 Third-Party Products, Apps & Integrations

18.1Third-party applications, integrations and services (including those available through the Epos Now App Store) are provided by third parties under their own terms, which you accept directly with the relevant provider. Your use of them is at your own risk.

18.2We are not responsible for third-party applications, integrations or services (including accounting, e-commerce, delivery and payment integrations such as Xero, QuickBooks, Sage, Shopify or Deliveroo), their availability, performance, accuracy, security, pricing or data practices, or for any change the third party makes to its product, API or terms. Data passed to or from a third-party service is passed as-is; you are responsible for checking that data (including accounting entries, VAT treatment and stock levels) is complete and correct before relying on it. We may suspend or remove an integration from our platform at any time. Any dispute concerning a third-party service must be resolved between you and the relevant provider, and the availability or performance of a third-party integration is not a ground for cancelling an Order or withholding Charges.

18.3Third-party hardware and products supplied by or through us carry only the manufacturer’s warranty. To the fullest extent permitted by law, we make no representations and disclaim all implied warranties (including merchantability and fitness for purpose) in respect of third-party products.

18.4Links from our website or System to third-party websites are provided for convenience only; we are not responsible for their content.

19 Data Protection

19.1Each party shall comply with UK GDPR, the Data Protection Act 2018 and all other applicable data protection and privacy laws. Where services are provided in the EEA, the EU GDPR (2016/679) applies to the relevant processing. Any country-specific data protection requirements are set out in the applicable regional addendum published on our website.

19.2Our Privacy Notice is available on our website at www.eposnow.com and sets out your rights and how we use personal data, including the use of third-party organisations for credit checking, KYC, data verification, debtor tracing and other lawful business due-diligence purposes.

19.3For personal data processed in the Epos Now System, you are the Data Controller and we are the Data Processor. Details of processing are set out in our Data Processing Addendum, available on our website.

19.4As Data Processor we will: (a) process personal data only on documented instructions; (b) keep it confidential and implement appropriate security measures; (c) notify you without undue delay (and in any event within 48 hours) of any personal-data breach; (d) assist with data-subject requests and data-protection impact assessments (at your cost); (e) permit the appointment of sub-processors, a list of which is available on request; and (f) delete or return personal data on termination, except where law requires retention.

19.5Information relating to a company, limited liability partnership or other incorporated body (including its name, registration number, registered address, trading data and financial information) is not personal data and is not protected by data protection law. Where you are a sole trader or partnership, or where information identifies an individual (such as a director, employee or customer), that information is personal data and this clause 19 applies to it.

19.6Subject access requests may be made using the contact details set out in our Privacy Notice (clause 19.2). Please note that we do not generally treat business information as personal information subject to the Data Protection Act 2018.

19.7We may transfer personal data outside the UK/EEA in compliance with UK GDPR Chapter V (adequacy regulations, standard contractual clauses or another approved mechanism).

19.8You are responsible for your own end-customer privacy notices, cookie compliance and terms, and you indemnify us against claims arising from them. You acknowledge that we process your transactional and sales data for the purposes of this Agreement, that internet transmission is never entirely secure, and that data you delete cannot be guaranteed recoverable.

20 Confidentiality

20.1Each party shall keep the other’s Confidential Information in strict confidence and use it only to perform this Agreement, disclosing it only to those officers, employees and contractors who need it and are bound by equivalent obligations.

20.2These obligations do not apply to information that is public, already lawfully known, independently developed, rightfully obtained from a third party, or required to be disclosed by law (with prior notice where lawful). This clause survives termination.

21 Intellectual Property

21.1All Intellectual Property Rights in the Products belong to us or our licensors. You must not remove, deface or cover any name plates, logos or trademarks on the Products.

21.2You own your transactional, product, sales and stock data, but grant us a non-exclusive, perpetual, royalty-free, worldwide licence to use anonymised and/or aggregated data derived from it to improve existing services and develop new ones.

21.3You shall not copy, decompile, modify or distribute the Software except as permitted by the EULA (Appendix B). Use of any APIs is governed by Appendix C.

21.4If you provide us with feedback, suggestions or ideas about our products or services, we may use them without restriction or obligation to you.

21.5PLEASE NOTE: historic stock data used in the Stock History report is stored for one year and then deleted. We recommend you export it periodically.

22 Warranty & Liability

22.1We warrant that Hardware we manufacture or brand will conform to its specification for 12 months from delivery and that Services will be performed with reasonable skill and care. Third-party products are warranted as set out in clause 18.3.

22.2EXCLUDED LOSSES: NEITHER PARTY IS LIABLE FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, STORAGE, STAFF COSTS, ANTICIPATED SAVINGS OR ANY INDIRECT, PURE ECONOMIC OR CONSEQUENTIAL LOSS, HOWEVER ARISING, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH LOSS.

22.3LIABILITY CAP: OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE TOTAL CHARGES PAID OR PAYABLE FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM. WITHOUT THIS CAP YOU RECOGNISE OUR PRICES WOULD BE SIGNIFICANTLY HIGHER.

22.4Nothing limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any liability that cannot be excluded by law. The limitations in this clause 22 do not apply to refunds and chargebacks caused by you through your use of Epos Now Payments.

22.5Time Limit on Claims: Neither party may bring a claim arising out of or in connection with this Agreement more than 12 months after the date on which it became aware, or ought reasonably to have become aware, of the facts giving rise to the claim. This does not apply to the liabilities described in clause 22.4 or to our right to recover unpaid Charges.

23 Indemnity

23.1You shall indemnify us, on demand, against all losses, costs and expenses (including reasonable legal fees) arising from: (a) your content or data infringing third-party rights, being inaccurate, defamatory or in breach of law; (b) your use of the Products or Epos Now Payments in a manner which causes loss, harm or damage to us or any third party; (c) your breach of clause 16 (Acceptable Use); or (d) your failure to meet your tax obligations (clause 8.11).

24 Force Majeure

24.1Neither party is liable for failure to perform caused by events beyond its reasonable control. The parties will take reasonable steps to mitigate. If a force majeure event continues for 60 days, either party may terminate on written notice. We may delay deliveries by up to 30 days in a force majeure event.

25 Complaints & Dispute Resolution

25.1Please follow our three-step procedure: (1) contact our support team (details at www.eposnow.com/uk/contact-us) and allow us a reasonable opportunity to resolve the issue; (2) if unresolved, email a formal complaint to complaints@eposnow.com (or write to Complaints, Epos Now (UK) Limited, 3 Whiting Road, Norwich, NR4 6DJ) with full details and your best contact information; (3) we will acknowledge within 2 Business Days, assign a manager, and provide a substantive response within 30 days. If you remain dissatisfied, ask the assigned manager to escalate. No claim is valid unless you have first followed this process.

25.2If the complaint concerns a financial service and you qualify as an eligible complainant, you may refer it to the Financial Ombudsman Service (www.financial-ombudsman.org.uk).

25.3Complaints are investigated and determined on the facts and evidence you provide in your complaint and on our own records (including call recordings and System logs). You must give full and accurate details of your complaint and respond to reasonable requests for information; we may close a complaint where you do not.

25.4Vulnerability: If you, or the person operating your account, consider that you need additional support or adjustments in dealing with us (for example because of a disability, health condition, bereavement or language barrier), please tell us so that we can make reasonable adjustments to how we communicate with you.

25.5We do not tolerate abusive, offensive or threatening behaviour towards our staff; such behaviour entitles us to suspend communications or terminate Services. We will report communications which are malicious or threatening to the Police, without prior warning.

26 Communications & Notices

26.1You consent to receiving disclosures, notices, invoices and other communications from us electronically, by email to the addresses stated in your Order or through the System. Service communications (including notices about your Agreement, Charges, renewals, security and changes to these terms) are part of the Services and cannot be opted out of while you remain a customer.

26.2We may send you marketing communications about our products and services. You may opt out of marketing at any time via the unsubscribe mechanism provided; opting out does not affect service communications or your use of the Services.

26.3Subject to clause 26.5, formal notices must be in writing and sent by email to the addresses stated in the Order, or by recorded delivery to the registered address. A notice is deemed received: by email, at 09:00 on the next Business Day after sending (absent a bounce-back); by recorded delivery, at 09:00 on the second Business Day after posting.

26.4You are responsible for keeping your contact details, including your billing contact, up to date.

26.5All legal notices to us, including notices in any proceedings, MUST BE RECEIVED BY POST AT OUR REGISTERED OFFICE ADDRESS. WE DO NOT ACCEPT NOTICES OF OR SERVICE OF PROCEEDINGS BY EMAIL. This clause does not apply to a cancellation request made in accordance with clause 7.4.

27 Assignment & Sub-contracting

27.1You may not assign, novate or transfer this Agreement, or any Plan or Subscription, without our prior written consent. If you sell or transfer your business, you remain liable for all Charges until either (a) we have agreed in writing to novate the Agreement to the purchaser, who must pass our onboarding and risk checks and accept these terms, or (b) the Agreement is terminated in accordance with clause 7 (and clause 7.3 applies if within a Fixed Term). We may assign or sub-contract our rights and obligations, provided this does not reduce the guarantees you receive.

28 Third-Party Rights

28.1No person other than the parties has any right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

29 Governing Law & Jurisdiction

29.1This Agreement and any dispute arising from it (including non-contractual disputes) are governed by English law, and each party submits to the exclusive jurisdiction of the courts of England and Wales.

30 Miscellaneous

30.1Entire Agreement: this Agreement constitutes the entire agreement relating to its subject matter and supersedes all prior discussions, and neither party relies on any statement not set out in it.

30.2Variation: no variation is effective unless in writing and signed by both parties; email alone is not sufficient.

30.3Severance: if any provision is held invalid, the remaining provisions continue in full force.

30.4Waiver: failure to enforce any right is not a waiver of that right.

30.5Call Recording: we may record calls for training, quality, evidencing agreements and dispute resolution. Recordings are retained for 12 months and then purged.

30.6Policies: Our anti-fraud and financial-crime policy, Modern Slavery Statement, Privacy Notice and Data Processing Addendum are published on our website and may be updated from time to time. You confirm that you will not act in a manner inconsistent with our anti-fraud policy or Modern Slavery Statement.

30.7Updates: we may update these Terms from time to time; continued use of our services after notice of an updated version constitutes acceptance.

31 Survival

31.1Clauses 3.7, 6, 7, 8, 14.6, 19–23 and 26–31, and any others intended to survive termination, shall do so.

Appendix A — Support Levels & Service Hours

Support Level Matrix

Service Attribute	Standard Support	Premium Support
Availability	Mon–Fri 09:00–18:00 (UK Business Days) Saturday 09:00–17:00	24 × 7 × 365
Contact Channels	Phone • Email • Remote Session	Phone • Email • Remote Session
Target First Response	4 Business Hours	1 Hour
Target Resolution (P1 — Critical Outage)	Same Business Day	4 Hours
Target Resolution (P2 — Major Function)	2 Business Days	1 Business Day
Target Resolution (P3 — Minor Function)	5 Business Days	3 Business Days
Hardware Warranty	"Swap-It" — advance replacement shipped next Business Day	"Swap-It" — advance replacement shipped next Business Day
Software Updates & Patches	Included	Included
Remote Staff Training	Included (up to 2 sessions p.a.)	Included (unlimited refresher sessions)

Incident Severity Definitions

• P1 — Critical Outage: entire point-of-sale system unavailable and no workaround.
• P2 — Major Function: core selling or payments function impaired but workaround exists.
• P3 — Minor Function: non-critical feature or cosmetic defect.

All times are targets, not guarantees. Premium Support customers receive priority queuing.

Appendix B — Software End-User Licence Agreement ("EULA")

PLEASE READ THIS EULA CAREFULLY BEFORE USING ANY EPOS NOW SOFTWARE. BY INSTALLING OR USING THE SOFTWARE YOU AGREE TO BE BOUND BY THIS EULA.

1 Application

This EULA applies to all Epos Now point-of-sale software (the "Software") provided under the Agreement and supplements the Agreement. In the event of conflict, the Agreement prevails.

2 Grant of Licence

We grant you a non-exclusive, revocable, non-transferable licence to install and use one copy of the Software on each point-of-sale device for which you hold a valid licence. The licence continues only while you pay the relevant Charges (Support Plan or Device Licence). If the Charges lapse, the Software may stop working.

3 Licence Restrictions

You must not: (a) copy, modify, translate, reverse-engineer or decompile the Software except as allowed by law; (b) rent, lease, lend, sell, sub-license, distribute or make the Software available to third parties; (c) use the Software on more than one device per licence or over a network allowing simultaneous use by multiple devices; (d) use the Software on devices that have been rooted, jail-broken or otherwise modified contrary to the manufacturer’s guidelines; or (e) remove any trademarks or ownership notices.

4 Updates

We may provide automatic updates or upgrades, which may be installed without further notice. We may deprecate support for older operating-system versions, hardware or software by giving 60 days’ notice, after which you must migrate at your expense.

5 Data Retention & Security

You are responsible for exporting and retaining copies of the reports and data you need for your own records, and for industry-standard virus protection and firewalls across the Epos Now System. Additional software you install is at your own risk. We are not liable for loss of data that you have not exported and retained.

6 Third-Party Components

Certain components may be licensed by third parties. Where required, separate licence terms will be provided and apply in addition to this EULA.

7 Termination

This EULA terminates automatically if you breach its terms and fail to remedy within 14 days of notice, or when the Agreement expires or is terminated. On termination you must stop using and uninstall the Software. Provisions that by their nature should survive shall survive.

8 Warranty Disclaimer

The Software is provided "as is". We warrant it will perform substantially as described on supported hardware, but do not guarantee it is error-free or uninterrupted.

9 Limitation of Liability

Our liability relating to the Software is limited as set out in clause 22 of the Agreement.

10 Governing Law

This EULA is governed by English law; disputes are subject to the exclusive jurisdiction of the English courts.

Appendix C — API Terms of Use

This appendix applies to any API integrations with your web platform or systems.

1 Definitions

"API" means any Epos Now application-programming interface, webhook, SDK or related documentation we make available.

2 Licence Grant

We grant you a non-exclusive, revocable, non-transferable licence to use the API solely to integrate your internal systems or approved third-party applications with the Epos Now platform, subject to these terms.

3 Permitted Uses

You may: read and write data to your Epos Now account; build private integrations for your own business use; and cache API responses for up to 24 hours for performance purposes.

4 Prohibited Uses

You must not: replicate or compete with core Epos Now functionality; exceed published rate limits (default 5 requests/second, 10,000/day unless agreed otherwise); share API keys with unauthorised parties; conceal your identity when requesting authorisation; use the API in connection with spyware, adware or malicious code; collect data for unsolicited marketing or advertising; sell, lease or sublicense the API or access to it without our prior written agreement; or violate any applicable law (including UK GDPR) or third-party right.

5 Data Responsibilities

Your data (including transaction, sales, product and stock data) remains yours. You are the Data Controller for personal data processed via the API. You must display a privacy notice explaining how you collect and use data; honour deletion and subject-access requests; comply with any requirements or restrictions imposed by the owners of client data; and delete client data within 24 hours if the client requests it.

6 Security

You must use HTTPS, keep credentials secret, and notify us immediately of any security breach.

7 API Changes & Availability

We may modify, rate-limit, suspend or discontinue any aspect of the API with 60 days’ notice (or immediately for security reasons). We aim for 99.5% monthly uptime but provide no SLA unless agreed in writing.

8 Support

Basic developer documentation and community forums are free. We may provide, modify or withdraw API support at our discretion; premium API support is available on request at our standard rates.

9 Fees

The API is currently provided at no additional charge. We may introduce or vary usage-based fees on at least 30 days’ notice; non-payment engages our late-payment rights under the Agreement.

10 Termination

We may suspend or terminate API access if you breach these terms or the Agreement. On termination you must delete all cached data obtained through the API.

11 Disclaimers & Liability

Some APIs may be experimental. The API is provided "as is"; we exclude all implied warranties. It remains your responsibility to verify the integrity and accuracy of data accessed through the API. Our liability is limited as set out in clause 22 of the Agreement.

12 Governing Law

These API Terms are governed by English law and subject to the exclusive jurisdiction of the English courts.

Epos Now (UK) Limited —