This document is the terms of use (collectively, TOU). Within the TOU, the term you or End User refers to the individual end user which has been authorised to use the Terminal Plus product (Product) (and each merchant as an entity and user of the Product). The terms we, our, or us refers to the developer of the Product and you and the developer are each a Party and, collectively, the Parties to the TOU. The Product(s) as used in the TOU includes any web properties associated with the Product.
Terms of Use
You are allowed to use this Product only under the following terms:
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Eligibility. In order to use this Product, you must be at least eighteen (18) years old and provide true, complete, and up to date contact information. By using the Product, you represent and warrant that you meet the requirements listed above, and that you will not use the Product in a way that violates any Laws, regulations, or the TOU. We may refuse service, close accounts of any users, and change eligibility requirements at any time. For purposes of the TOU, Law means all applicable European Union or Member States law or other:
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laws (including common law), ordinances, regulations, and codes; and
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orders, requirements, directives, decrees, decisions, judgments, interpretive letters, guidance and other official releases of any government, authority, department or agency, or any judicial or regulatory (including self-regulatory) organisation having authority, oversight jurisdiction or similar power over any of the Parties.
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Term Period. The Term Period begins when you sign up for an account and continues for as long as you use the Product. If you sign up on behalf of another person, you represent and warrant that you have the authority to accept the TOU on that person’s behalf.
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Closing Your Account. You may terminate End User’s use of the Product according to the written agreement you entered into with us (Agreement). We may suspend or terminate your use of the Product in accordance with the Agreement or for a violation or suspected violation of the TOU, or at any time, with or without cause. Once your account is terminated, we may permanently delete it and all of the data associated with it. If you do not log into your account for nine (9) or more months, we may treat your account as "inactive" and permanently delete it and all the data associated with it.
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Changes. We reserve the right to change any of part of the TOU at any time by posting a revised TOU on our website or within the Product, and/or by sending an email to the last email address you gave us. The new TOU will become effective immediately and apply to any continued or new use of the Product. We may change our website, the Product, or any features of the Product at any time, without prior notice to you.
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Account Username and Password. You are responsible for keeping the Product and your or any End User electronic account usernames and passwords confidential. You are also responsible for the use by any individual of any account that you have access to, whether or not you authorised such use. You will immediately notify us of any unauthorised use of your accounts. We are not liable to you or to any third party for any losses due to stolen, hacked, lost, or forgotten usernames and/or passwords. We do not have access to your password, and for security reasons, we will never request that you divulge your password to us.
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Integration to Third Party Systems / Hardware. We are not responsible for any maintenance, development, or support related to integration of the Product with any third party system. You are solely responsible for obtaining certified hardware or equipment that is approved and enabled for the use of the Product as well as the installation, servicing, and maintenance of such hardware or equipment. You are responsible for ensuring that such hardware or equipment is compliant with software releases or other specifications required by us, as may be modified from time to time in our sole discretion.
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Rights
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Proprietary Rights Owned by Us. You expressly agree to respect our proprietary rights in all components comprising the Product. Proprietary rights include, but are not limited to, any patents, trademarks, service marks, copyrights, trade secrets, trade names, and any other intellectual property.
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Proprietary Rights Owned by You. You represent and warrant that you either own or have permission to use all of the material you enter into the Product, including but not limited to, your brand, inventory, content, photographs, push notification messages, and all other information you enter into the Product. You retain ownership of the proprietary materials you upload to the Product. We may use or disclose your materials only as we describe in the TOU, or as required by Law.
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Aggregation. We may use any of your data in an aggregated format in accordance with the TOU or as otherwise permitted by Law.
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Privacy Policy. We may access, collect, use, and disclose your information in accordance with the Privacy Policy.
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Right to Review. We may view, copy, and internally distribute content from your account to create algorithms and programs that help us spot problem accounts, improve the Product, offer additional services to you or to other customers, or for any other lawful purpose.
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General Rules. You expressly agree to the following rules of use for the Product:
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You will not put into the Product any material, including graphics or other content, that is not created by you or that would violate any third party’s proprietary or legal rights.
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You will not use any misleading or incorrect names, addresses, email addresses, subject lines, or other information when using our Product.
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You will not upload or compose content that contains or offers any unlawful or illegal goods or services.
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You will not try to decipher, decompile, disassemble, or reverse engineer the Product.
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You will not import or incorporate any personal data, as defined in the Data Protection Act 2018, into the Product.
Any breach of this section will be considered a material breach of the TOU and may result in immediate suspension or termination of your access to the Product.
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Compliance with Laws. You represent and warrant that your use of the Product will comply with all Laws and regulations. You are responsible for determining whether the Product is suitable for you to use in light of any regulations that apply to your business. If you are subject to regulations and you use our Product, we are not liable if our Product does not meet those regulation requirements.
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Reporting Violations. If you become aware that you or any End User is in violation of the TOU, you are required to notify us immediately.
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Limitation of Liability.
We shall not be liable to you for any indirect, special, incidental, exemplary, punitive, or consequential damages (including, without limitation, loss of business, revenue, profits, goodwill, use, data, or other economic advantage), whether based on breach of contract, tort (including negligence), product liability, or otherwise, and whether or not we have previously been advised of the possibility of such damages. To the fullest extent permitted by Law, our total liability to you under the TOU will not exceed the lesser of £5,000 or the fees paid by you under the Agreement for the three (3) month period prior to the event giving rise to damages.
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No Warranties. All sales, use, and other tax information are estimates only, may not be accurate, and should not be relied upon for any purpose. You are responsible for the payment of all local taxes, and should consult a tax professional when calculating your taxes.
Messages and notifications are for basic informational purposes only and are not intended to be relied upon in situations where such information is needed or where lost, erroneous, inaccurate or incomplete notification may lead to death, personal injury, property or environment damage. We do not guarantee the availability, accuracy, completeness, reliability, or timeliness of any data or information displayed by the Product. Further, we do not guarantee or represent any specific result or outcome as a result of you utilising the Product in any way.
The Product is provided “As Is” and “As Available” without warranty or obligation to upgrade or enhance of any kind. To the maximum extent permitted by Law, we disclaim all warranties and conditions of any kind, whether express or implied, including, but not limited to:
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any implied warranties and conditions of accuracy, end user ability, fitness for a particular purpose and non-infringement; and
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that the Product will function with another software or system, or that it will function uninterrupted or error-free.
We do not represent that the Product will be free from loss, corruption, attack, virus, interference, hacking or other security intrusion, and expressly disclaim any liability relating thereto.
We do not guarantee you, and shall not be held liable for any loss of revenue associated with, level of exposure, downloads, sales, satisfaction, successful implementation, or installations with respect to the Product.
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Dispute Resolution
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If you are a consumer, please note that the TOU, its subject matter and its formation are governed by English Law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
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If you are a business, the terms of the TOU, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English Law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
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Indemnity. You shall defend, indemnify, and hold us harmless from any losses (including legal fees) that arise in connection with any third party claim or demand against us and all of our damages arising out of, resulting from, or in connection with:
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your breach of the TOU;
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your, or any End User’s, use of the Product in violation of the terms set forth in the TOU; or
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any hardware or equipment utilised by you in relation to the Products.
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Third Parties. We are not responsible for the behavior or accuracy of any advertisers, linked websites, customers or consumers, or other End Users.
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Equitable Relief. If you breach any of your obligations under the TOU, then we may seek injunctive or other equitable relief.
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Assignments. You may not assign any of your rights under the TOU to anyone else without our prior written consent. We may assign our rights to any other individual or entity at any time, at our discretion.
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Force Majeure. We will not be liable for any delay, failure in performance, loss or damages or for any failure of the Product because of circumstances beyond our control. Such circumstances may include, but are not limited to: natural disasters, acts of war or terrorism, riots, labour conditions, governmental action, power outages, or internet disturbances.
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Severability. If any clause of the TOU is held to be unenforceable by a court of competent jurisdiction, that clause will be removed or edited, and the rest of the TOU will remain in full force and effect.
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SMS messages. By using the Product, you agree to receive SMS text messages relating to the Product, Services, our website properties, and other services, products, advertisements, offers, and solicitations offered by our us, our affiliates, our customers, and other third parties.
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Obligations. You will provide all documents and take any actions necessary to meet your obligations under the TOU.
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Notices. Any notice to you will be effective when we:
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send a copy of the notice to the last email or physical address you gave us; or
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post a copy of the notice in our Product or on our website.
Any notice from you to us shall be sent via registered mail or overnight courier to: GPUK LLP, trading as Global Payments, Granite House, Granite Way, Syston, Leicester LE7 1PL, Attn: Corporate Secretary, and will be effective upon actual receipt.
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Entire Agreement. The TOU and any additional terms from any additional documentation you have agreed to, embody the entire agreement and understanding of the Parties, and supersede all prior agreements, representations, and understandings. As it relates to the Product, in the event of any conflict, ambiguity or inconsistency between the TOU and any other document, the terms of the TOU shall govern, unless otherwise stated therein.