Article 1: Definitions and Interpretation

Customer Data

All data and information, including personal data, provided by or on behalf of the Customer to RST EPoS in connection with Products or Services. RST EPoS acts as a processor under applicable Data Protection Laws, the Customer remains the data owner.

Customer Portal

Online interface provided by RST EPoS to manage accounts, access services, view subscriptions, and related system interactions.

Data Protection Laws

Includes GDPR, the UK Data Protection Act 2018, and any other applicable legislation concerning data privacy and processing.

Device

A single item of hardware supplied by RST EPoS to the Customer.

End of Life (EOL)

The date on which RST EPoS will cease updates, maintenance, or support for a specific Product or Service.

Force Majeure

Events beyond either party’s reasonable control, including natural disasters, pandemics, war, or government restrictions.

HAAS Plan(s)

Hardware-as-a-Service subscription plans supplied by RST EPoS under a rental or leasing model.

Hardware

Any physical product or equipment provided by RST EPoS, including tills, printers, PEDs, and EPOS peripherals.

Intellectual Property Rights

All recognised forms of IP globally, whether registered or not, including trademarks, copyrights, design rights, and trade secrets.

Maintenance Contracts

Refers strictly to ongoing support contracts for hardware. Software-related support is covered under SaaS support plans (see Article 10).

Minimum Transaction Volume

Where applicable (e.g. in use of third-party services), this refers to the minimum usage required.

Product

Any Hardware and/or Software supplied by RST EPoS.

Professional Services

Setup, training, configuration, and other onboarding services related to the deployment of RST EPoS systems.

Quotation

A formal proposal issued by RST EPoS setting out deliverables, pricing, and reference to these General Terms.

Return Merchandise Authorisation (RMA)

RST EPoS’s procedure for returning defective hardware, subject to testing and applicable warranties.

Return to Base

The process of shipping faulty items back to RST EPoS for evaluation or repair.

SAAS Plan(s)

Subscription-based software licences supplied by RST EPoS.

Short-Term Rental

A time-limited rental of RST EPoS hardware for temporary use, per separate agreement.

Software

Any point-of-sale software issued or licensed by RST EPoS for use with compatible hardware.

Subscription Contract

A fixed-term or rolling agreement for any HAAS or SAAS service offered by RST EPoS.

Support Plan

Relates to remote and technical support services provided under a HAAS or SAAS contract (see Article 10).

System

The full technical setup provided by RST EPoS including hardware, software, and configuration.

Working Days

Monday to Friday, excluding public holidays in Northern Ireland.

Working Hours

9:00 to 17:00 GMT, Monday to Friday (Working Days only).

Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, include the singular.

A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time.

The terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding or following those terms.

In the event of conflict between this Agreement and any Statement of Work, the Statement of Work will prevail.

A reference to “writing” or “written” includes email unless stated otherwise.

Important: Payment processing services, including settlement, chargebacks, merchant accounts, and card fees are not covered under this agreement. These services are exclusively provided by Campsie Payments Ltd trading as TapaPay under separate contractual terms and regulatory compliance.

Article 2: Application of this Agreement

This Agreement applies exclusively to all Products and Services provided directly by RST EPoS, including but not limited to hardware, software, support, and implementation. For the avoidance of doubt, payment processing services offered by TapaPay (Campsie Payments Ltd trading as TapaPay) are governed by separate terms and are not covered under this Agreement.

The Customer’s acceptance of a Quotation or placement of an order constitutes an offer to purchase the relevant Products and/or Services from RST EPoS. RST EPoS reserves the right to accept or reject such offers at its discretion.

This Agreement takes precedence over any conflicting terms proposed by the Customer, whether in purchase orders, confirmations, specifications, or any terms implied by law, custom, or prior dealings.

The RST EPoS Software End User Licence Agreement (“EULA”), as set out in Annex A, forms part of this Agreement. If there is a conflict between the terms of this Agreement and the EULA, the provisions of this Agreement shall prevail.

The term of any Software-as-a-Service (“SaaS Period”) or Hardware-as-a-Service (“HaaS Period”) licence shall be as specified in the Quotation or agreed in writing between the parties.

Article 3: Choosing Products and Services

RST EPoS will provide information about its Products and Services to assist the Customer in making an informed purchasing decision. Upon request, RST EPoS may also provide a demonstration of its Software free of charge.

Notwithstanding Clause 3.1, it remains the sole responsibility of the Customer to ensure that the Products and/or Services purchased are suitable for their intended purpose and operational requirements.

Upon request, RST EPoS will issue a written quotation for any Products and/or Services. Quotations are provided for guidance purposes only and do not constitute a binding offer or contract unless explicitly stated otherwise.

Any verbal advice or recommendation provided by RST EPoS or its representatives that is not confirmed in writing is acted upon at the Customer’s own risk. RST EPoS accepts no liability for verbal guidance unless expressly confirmed in writing.

RST EPoS reserves the right to correct any typographical, clerical, or other errors or omissions in sales literature, quotations, price lists, offers, invoices, websites, or other documents without liability.

Risk in any hardware Products shall pass to the Customer upon delivery to the address specified in the Customer’s order. Risk will only transfer back to RST EPoS upon physical receipt of returned Products, where such returns are accepted under the terms of this Agreement.

Unless otherwise agreed (e.g. under rental or subscription terms as described in Articles 8 and 9), title to any purchased Products shall pass to the Customer only upon receipt by RST EPoS (or its authorised reseller) of full and cleared payment for those Products.

Article 4: Pricing & Fees

All Product and Service pricing is provided in good faith by RST EPoS. Unless stated otherwise in a quotation, written quotations are valid for 30 days from the date of their issue; however, some offers and discounts are subject to shorter timeframes or limited availability. Where this is the case, the Customer will be advised by RST EPoS representatives and/or in RST EPoS’s sales literature.

Pricing for HAAS (Hardware as a Service), SAAS (Software as a Service) subscriptions and Support Plan charges (see Articles 10, 11 and 12) will vary and may increase depending upon:

• Number of Devices; and
• Number of locations that have an associated Device.

In these Terms and Conditions, any pricing given is to licence or support a single item of Hardware. Additional modules may be charged separately.

The Customer will reimburse RST EPoS for any travel, subsistence, and living expenses reasonably incurred for the performance of the Services. These expenses will be quoted and agreed upon in advance with the Customer where such expenses are reasonably foreseeable.

All invoices are due and payable immediately upon receipt, whether paid by the Customer or via a finance provider (where applicable). The Customer acknowledges that no Products will be dispatched and no Services will be provided until payment is received by RST EPoS in cleared funds.

All prices quoted by RST EPoS are exclusive of VAT (or such other applicable sales tax in force from time to time). Where VAT is payable by the Customer, it will be added to the invoice in addition to the fees.

Without prejudice to any other right or remedy that RST EPoS may have, if the Customer fails to pay by the relevant due date, RST EPoS may:

• Charge interest on such sum from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment;
• Suspend the provision of the Services (including all of the Customer’s access to the Software); and/or
• Where either Article 8 or 9 applies, require the Customer to deliver-up the Products to RST EPoS and, if it fails to do so, enter the Customer’s premises (or any third-party premises where the Products are stored) and repossess the Products.

The standard service offered by RST EPoS includes standard “welcome” setup of the System and remote support (in accordance with the applicable Support Plan). Additional installation, training, and Professional Services are not included.

Any additional Professional Services, further training, on-site support, and/or custom work required will be subject to a professional services fee (quoted on application) at RST EPoS’s then current day/hour rates. Professional Services exclude travel, subsistence, and living expenses, which will be invoiced separately in accordance with Clause 4.3 where agreed with the Customer.

All postage and packaging fees will be charged to the Customer in addition to the fees for the relevant Products and Services at RST EPoS’s then current rates.

Article 5: Customer Responsibilities

The Customer will be responsible for installing the Hardware (unless the Installation Professional Service has been purchased) and will keep the Hardware in the environmental conditions recommended by RST EPoS. The Customer must ensure that the external surfaces, cables, and fittings of the Hardware are kept in good, clean condition.

The Customer will ensure that the Hardware is only used by properly trained staff in accordance with RST EPoS’s instructions from time to time. Only personnel authorised by RST EPoS may adjust, modify, configure, maintain, repair, replace, or remove any part of the Hardware.

The Customer will maintain adequate records of the use, maintenance, and malfunction of the Hardware and will provide RST EPoS with such information and assistance concerning the Hardware, its application, use, location, and environment as RST EPoS may reasonably require to enable it to carry out the Support Plan.

The Customer will immediately notify RST EPoS if there is any failure of the Hardware or the System and will allow RST EPoS full and free access to the Hardware and all necessary documentation, software, materials, and services for the provision of the Support Plan. The Customer will ensure that relevant trained and experienced staff are available when required by RST EPoS to provide information required to diagnose and/or repair the issue.

It is the Customer’s sole responsibility to regularly operate and verify a proper backup routine, maintaining all backup copies in a secure environment.

The Customer undertakes to put and keep in place adequate security measures and up-to-date firewalls to protect the Hardware, Software, and Systems from any viruses, harmful code, or unauthorised access. RST EPoS shall not be responsible for any unauthorised access to the System by means of hacking, unauthorised access of the Hardware with intent to commit or facilitate the commission of an offence, or unauthorised modification of the Hardware by a third party.

The Customer is responsible for ensuring that their login password to the RST EPoS Systems remains secure and confidential. The Customer should update their password regularly, and “remember me” type functions should not be used on publicly available or shared computers.

Article 6: Internet / Network Requirements

RST EPoS’s Products require a stable and reliable internet or local network connection to utilise all online features and benefits. It is the Customer’s responsibility to have an appropriate connection established before the installation of the Software and to maintain the connection, including ensuring an up-to-date firewall is in place.

The recommended internet speeds are a minimum of 7Mbps download and 0.6Mbps upload to support up to four till devices. Larger installations may require higher speeds, depending on the size of the business. This requirement does not include additional usage from staff, guest networks, or other business activities.

The Customer must provide a separate physical network or V-LAN dedicated to the RST EPoS systems. This network must not be shared with other devices, especially those that can cause high congestion or unpredictable loads, such as guest networks or media streaming devices.

The Customer is responsible for any internet connection charges, line rental charges, and call charges associated with the Products.

Although RST EPoS may offer advice regarding the suitability of the Customer’s internet or local network connection, it is ultimately the Customer’s responsibility to ensure the connection meets requirements. RST EPoS will not be held responsible for any issues or slow response times resulting from inadequate or unreliable connections.

The provision and setup of Local Area Network (LAN) infrastructure, such as cabling, network switches, and routers, is the Customer’s responsibility and should be adequate for the business’s size and operational needs.

The Customer is responsible for the setup, configuration, and management of their wifi infrastructure and connected devices. This includes ensuring wifi coverage in necessary areas and minimising issues like network dropouts due to wifi roaming.

Wifi is not as reliable as wired networks, and dropouts can occur due to factors such as coverage, access point roaming, and device sleep modes. These issues are not specific to RST EPoS Systems and should be considered when choosing a wifi solution.

RST EPoS Systems are designed to function offline, but when there is no network connection or the connection is unreliable, certain functionalities may be limited.

For devices used offline, the Customer must ensure they are regularly (at least every 7 days) connected to the internet to sync data with RST EPoS servers. All POS devices should perform “End of Day/Close Till” operations regularly to archive local data to the servers.

Article 7: Hardware Purchase Terms

The Customer agrees to purchase Hardware from RST EPoS as specified in the applicable Quotation or Order Form. This purchase is governed by these Terms and Conditions, unless otherwise agreed in writing by RST EPoS.

Unless otherwise agreed in writing, a 50% deposit is payable at the time of order, with the remaining balance due before delivery. No Hardware will be dispatched until full payment has been received by RST EPoS in cleared funds.

If the Customer fails to make payment by the due date, RST EPoS reserves the right to suspend further deliveries or the provision of related services and to charge interest on overdue amounts at a rate of 2% above the Bank of England base rate.

Title to the Hardware shall transfer to the Customer only upon receipt by RST EPoS of full payment. Until that point, RST EPoS retains ownership and reserves the right to reclaim the Hardware if payment terms are not met.

The Customer must inspect all Hardware upon delivery. Any defects or discrepancies must be reported to RST EPoS in writing within five (5) Working Days of delivery. After this period, the Hardware will be deemed accepted as conforming to the Order.

All purchased Hardware is subject to the warranty terms set out in Article 16: RST EPoS Hardware Warranty.

Hardware purchased outright does not include maintenance or technical support unless the Customer has an active Maintenance Contract or Support Plan as defined in Articles 10 and 11.

If the Customer cancels a Hardware order prior to delivery, RST EPoS reserves the right to retain the deposit as a cancellation fee.

Once delivered, the Hardware purchase is final and non-refundable, except where the Hardware is faulty and covered under the warranty terms.

For third-party hardware supplied via RST EPoS, warranty and support are governed by the policies of the original manufacturer or supplier. RST EPoS accepts no liability for performance, defects, or failure of such third-party equipment.

Article 8: Hardware as a Service (HaaS) Subscription

RST EPoS offers a monthly Hardware as a Service (HaaS) subscription where Hardware and/or Software solutions are supplied without any upfront cost. Fees are charged monthly, and the minimum contract term is thirty-six (36) months (“HaaS Period”).

If the Customer terminates the HaaS Subscription Contract before the end of the HaaS Period, they will be required to:

• Return all Hardware provided under the contract in good working condition, subject to reasonable wear and tear.
• Pay an Early Termination Fee, calculated as the remaining balance of monthly fees due for the remainder of the HaaS or SaaS Period, multiplied by the number of months left in the contract.
• Cover any additional costs related to repairs or replacements if the returned Hardware is found to be damaged beyond normal wear and tear.
• If the Customer fails to return the Hardware, they will be liable for the full replacement cost of the Hardware at the current list price.

RST EPoS reserves the right to terminate the HaaS Subscription Contract immediately and without prior notice under the following conditions:

• Non-payment of fees: If the Customer fails to pay any fees due under the HaaS contract within 30 days of the due date, and such failure continues for 10 days after receiving written notice of non-payment.
• Misuse of Hardware: If the Customer fails to comply with the terms of use for the Hardware, including but not limited to tampering, unauthorised repairs, or modifications that void the warranty.
• Breach of Contract: If the Customer breaches any material terms of this Agreement and fails to remedy the breach within 15 days of receiving written notice from RST EPoS.
• Bankruptcy or Insolvency: If the Customer files for bankruptcy, insolvency, or has a receiver appointed for a substantial portion of their assets.

RST EPoS reserves the right to terminate the HaaS Subscription Contract with 60 days’ notice in cases where:

• Discontinuation of Service: RST EPoS discontinues the provision of the HaaS service for all customers or the specific hardware model is no longer supported.
• Changes in Law: Any change in applicable law or regulations that makes it impractical or illegal for RST EPoS to continue providing the Hardware or services under the HaaS agreement.

Upon termination for cause by RST EPoS, the Customer must:

• Return all Hardware within 10 Working Days, or RST EPoS will charge for the replacement cost of the Hardware.
• Pay any outstanding fees up to the date of termination.
• Forfeit any right to future services or support under the contract.

Upon termination of the HaaS contract, either by the Customer or RST EPoS, all licences granted to the Customer under the agreement will terminate, and the Customer must cease using all services associated with the HaaS agreement.

No refunds will be provided for any subscription fees already paid. However, in cases where RST EPoS terminates the contract for business reasons (Clause 8.4), the Customer will be refunded any prorated subscription fees for the remaining unused portion of the subscription period.

Article 9: Software as a Service (SaaS) Subscription

RST EPoS offers a monthly Software as a Service (SaaS) subscription where Software solutions are supplied without any upfront cost. Fees are charged monthly, and the minimum contract term is thirty-six (36) months (“SaaS Period”).

When subscribing to a monthly SaaS plan, the Customer will not be charged a separate annual Software licence fee. The subscription covers ongoing use of the Software.

The SaaS subscription provides the Customer with the following:

• Continuous use of the Software on a rolling monthly basis.
• Coverage of maintenance and operating costs of the RST EPoS data centre hosting.
• Regular updates to improve Software functionality and performance.

The SaaS subscription is charged monthly, per point-of-sale terminal or additional back-office module, as agreed upon during the subscription setup.

The subscription fee will be automatically billed on the same day each month, based on the original subscription date.

The SaaS subscription fee is non-negotiable and non-refundable, even if the Agreement is terminated.

The SaaS subscription will continue on a rolling monthly basis unless either party provides at least 30 days’ written notice to cancel the subscription before the intended termination date.

RST EPoS reserves the right to require the Customer to upgrade to the latest version of the Software platform as part of ongoing updates. These updates may be subject to additional terms disclosed at the time of release.

RST EPoS grants the Customer a limited, non-exclusive, revocable, non-transferable, non-sub licensable licence to use the software included in the Services. This licence extends to any additional SaaS products offered by RST EPoS that the Customer elects to use, subject to any applicable fees and additional terms.

Article 10: E-Commerce Terms

RST EPoS may provide Online Store functionality and other e-commerce features that allow you to sell goods and services through websites or apps hosted or designed by RST EPoS (the “E-Commerce Website”) and to integrate with third-party payment processors, including TapaPay, to collect payments from your customers (collectively referred to as “Your E-Commerce Activities”).

For clarity, RST EPoS does not provide the payment service. All payment processing is delivered separately by TapaPay (Campsie Payments Ltd T/A TapaPay), subject to its own contractual and regulatory terms.

You acknowledge that RST EPoS is not responsible or liable for any part of Your E-Commerce Activities, including legal compliance with the following:

You are solely responsible for fulfilling orders, managing deliveries, handling returns, and providing refunds to your customers. You must maintain a clear and lawful refund policy and ensure compliance with all relevant tax obligations.

All claims, representations, and warranties made regarding your products or services are your sole responsibility. RST EPoS shall not be liable for any such claims.

All customer inquiries, complaints, and communications—including those relating to payments, refunds, chargebacks, and promotions—are your responsibility. You must provide accurate contact information on your E-Commerce Website to facilitate direct customer communication.

You must display a privacy and cookie policy and any other legally required terms or notices on your E-Commerce Website. You are solely responsible for ensuring that your site and activities comply with all applicable consumer, privacy, and e-commerce laws. RST EPoS does not provide legal advice and accepts no liability for your non-compliance.

You may not use the Services to sell or promote any goods or content that:

Are illegal, counterfeit, stolen, or fraudulent, or violate applicable laws including intellectual property, consumer protection, and export/import regulations.

Violate third-party rights (e.g., copyright, trademark, or privacy) or are defamatory.

Include pornography, violent material, hate speech, or otherwise offensive content as determined by RST EPoS.

Use the name, image, or likeness of any individual (including public figures) without appropriate consent.

You are responsible for all content uploaded, posted, or transmitted via the Services (“Your Content”). Your Content excludes non-personally identifiable transaction and behavioural data generated by the system (“Platform Data”), which is owned by RST EPoS and may be used to enhance or improve the Services. You are responsible for backing up Your Content.

RST EPoS may retain or disclose Your Content to authorities if required by law.

You agree not to upload or distribute content that:

• Is spam, phishing, or part of misleading marketing schemes.
• Contains nudity or sexually explicit material.
• Harms or exploits minors.
• Harasses, bullies, or impersonates others.
• Violates laws or facilitates criminal activity.
• Promotes violence or animal cruelty.
• Circumvents platform restrictions or manipulates rankings.
• Seeks user credentials for malicious purposes.
• Misuses RST EPoS’s support channels or brands.
• Breaches data protection laws or licence terms.
• Contains disruptive or excessive advertising.
• Violates open-source licence restrictions (e.g., AGPL v3 or later).

RST EPoS reserves the right to suspend or terminate any account in violation of these terms.

Article 11: Use of Mobile Applications

RST EPoS grants the Customer a limited, non-exclusive, revocable, non-transferable, non-sub licensable licence to download, install, and use the mobile applications (the “Apps”) distributed by RST EPoS for personal or business use, in accordance with these Terms & Conditions. The Apps include any software provided by RST EPoS for use on Android and Apple iOS devices.

Certain features of the Apps may require the Customer to create an account. The Customer agrees to provide accurate and complete information when registering for an account and to keep all account details secure. The Customer is responsible for any activities conducted under their account, including maintaining the confidentiality of their login credentials. If the Customer believes their account has been compromised, they must immediately notify RST EPoS.

By using the Apps, the Customer consents to the collection, storage, and use of data as described in the RST EPoS Privacy Policy. This may include personal data, location data, and usage data. RST EPoS will take reasonable steps to ensure the security of the Customer’s data, but the Customer acknowledges that no system is completely secure, and RST EPoS shall not be liable for any unauthorised access to, or loss of, data resulting from the use of the Apps.

RST EPoS may provide updates to the Apps from time to time to enhance functionality, fix bugs, or improve performance. The Customer agrees to install these updates to ensure the continued functionality of the Apps. RST EPoS reserves the right to temporarily suspend access to the Apps for maintenance or updates without prior notice.

Certain features or functionalities of the Apps may require payment. Any applicable fees will be clearly communicated within the App or in accompanying documentation. The Customer agrees to pay all fees related to the use of paid features and acknowledges that failure to make payments may result in the suspension of access to certain features or services.

The Customer agrees not to:

• Modify, decompile, reverse engineer, or attempt to extract the source code of the Apps.
• Use the Apps in violation of any applicable laws or regulations.
• Use the Apps to transmit any viruses, malware, or harmful content.
• Infringe upon the intellectual property rights of RST EPoS or third parties.
• Misuse the Apps for any unauthorised or illegal purpose.

RST EPoS reserves the right to suspend or terminate the Customer’s access to the Apps at any time, with or without cause, including but not limited to non-compliance with these Terms & Conditions. Upon termination, the Customer’s right to use the Apps will immediately cease, and any data stored on the Apps may no longer be accessible.

The Apps are provided “as is” and “as available” without any warranties, express or implied. RST EPoS does not warrant that the Apps will be error-free or uninterrupted. The Customer assumes full responsibility for the use of the Apps and any decisions made based on information provided through the Apps.

RST EPoS reserves the right to modify these Terms & Conditions at any time. Any changes will take effect immediately upon being posted within the Apps. Continued use of the Apps following the posting of changes constitutes the Customer’s acceptance of those changes.

Article 12: Gift Cards

If you offer gift cards (including e-gift cards) to your customers (“Buyers”) using the RST EPoS System, you—not RST EPoS—are the sole issuer and administrator of those gift cards. If using the GiveaVoucher platform, your gift cards may be made available via your own portal and on www.giveavoucher.com.

RST EPoS does not issue, manage, or hold funds for any gift cards. Where online payment is used to purchase a gift card, payment may be processed by TapaPay (Campsie Payments Ltd T/A TapaPay), subject to their separate terms and conditions.

Any unused balance on a gift card must remain available to the holder until fully redeemed, regardless of the status of your RST EPoS Account (including suspension or termination).

You are solely responsible for complying with applicable laws when refunding amounts to gift cards. Unless required by law, you may not provide cash refunds or cashback from gift cards.

If a transaction exceeds the value of the gift card, the customer is responsible for paying the remaining balance using another accepted payment method.

All gift cards and associated funds remain your property. You are fully liable for any claims, disputes, or liabilities arising from the issuance, redemption, or misuse of your gift cards.

You are the data controller for any personal data collected in connection with your gift card programme. You are solely responsible for compliance with applicable data protection and consumer laws, including but not limited to:

• Providing required disclosures and notices.
• Managing expiry dates, fees, and refund policies.
• Handling unclaimed balances and escheatment.
• Managing contracts with Buyers.
• Providing customer support to gift card holders.

Article 13: Support Plans and Maintenance Contracts

All customers subscribing to a Software as a Service (SaaS) plan from RST EPoS receive a Support Plan as part of their subscription. Support is available during the following hours:

• Standard Support Hours: Monday to Friday, 9:00am to 5:00pm
• Out-of-Hours Support: Weekdays 5:00pm to 9:00pm; weekends 9:00am to 9:00pm (urgent issues only)

The SaaS Support Plan includes:

• Access to the RST EPoS support team during standard support hours, and for urgent issues only during out-of-hours support.
• Telephone-based support for general and technical queries.
• Email-based support.
• Remote technical assistance via the RST EPoS call centre.
• Software updates and maintenance.

Customers on Hardware as a Service (HaaS) subscriptions receive a Support Plan that covers hardware support only. This includes:

• Access to the RST EPoS support team during standard support hours, and for urgent issues only during out-of-hours support.
• On-site hardware servicing for repairs and diagnostics (subject to engineer availability and location).
• Software support is not included with HaaS subscriptions unless the Customer also subscribes to a SaaS plan.

Customers who purchase hardware outright are covered by the standard warranty only. This is limited to Return-to-Base (RTB) service unless otherwise agreed in writing. Extended support or on-site servicing is only available through an additional Maintenance Contract.

Maintenance Contracts are available for purchase and provide additional support coverage for hardware. These contracts extend beyond the default warranty and include:

• On-site service for hardware maintenance and repairs.
• Extended support hours beyond those offered under standard warranty terms.
• Preventative maintenance, updates, and ongoing care for hardware.

Maintenance Contracts can be purchased on either a rolling monthly or annual basis and must be paid by direct debit. Payments will be collected on the same day each month (or year) as the original contract start date.

In the event of a failed payment for the SaaS or HaaS Subscriptions or Maintenance Contract, RST EPoS will attempt to collect the outstanding amount. If payment continues to fail, RST EPoS reserves the right to:

• Withdraw hardware support services.
• Limit access to the software for all Customer devices and locations until payment is made in full.

RST EPoS reserves the right to amend Maintenance Contract pricing by giving the Customer at least 30 days’ notice. If the Customer does not agree to the new pricing, they may cancel the contract, and a pro-rata refund will be issued for any unused portion of the prepaid plan.

For customers using third-party hardware, RST EPoS will endeavour to resolve software compatibility issues. However, RST EPoS will not provide maintenance or support for third-party hardware. Maintenance and support for such hardware remain the sole responsibility of the Customer.

RST EPoS reserves the right to limit or cease phone or email support if a customer uses a disproportionate amount of support resources or negatively impacts the ability to serve other customers. This determination will be made at RST EPoS’s sole discretion.

RST EPoS reserves the right to modify services, including data storage and capacity limits, or to suspend, disable, or discontinue services at its sole discretion. Customers will be notified of significant changes to service offerings.

RST EPoS will offer the Customer menu programming services as part of their ongoing support plan. These services are limited to two (2) hours per calendar month and must be scheduled with at least one (1) week’s notice.

• Unused Time: Any unused portion of the two (2) hour monthly limit will not carry over to the following month.
• Additional Programming: If additional menu programming services are needed beyond the two-hour limit, they will be charged at the standard hourly rate, agreed upon by both parties before commencement.

Article 14: Maintenance Contract Renewal & Cancellation

Maintenance Contracts will automatically renew annually unless the Customer notifies RST EPoS in writing prior to the renewal date that they do not wish to renew.

Following an automatic renewal, the Customer has a 30-day cooling-off period during which they can notify RST EPoS in writing of their decision to cancel the Maintenance Contract. If cancellation occurs within this period, RST EPoS will cancel the contract without penalty.

RST EPoS reserves the right to terminate the Maintenance Contract in the following circumstances:

• Discontinuation of Hardware Support: If RST EPoS discontinues support for the hardware covered under the contract.
• Hardware Viability: If the hardware is deemed no longer viable for maintenance or repair, RST EPoS may terminate the contract.
• Disproportionate Use of Support Resources: If RST EPoS determines, in its sole discretion, that the Customer is consuming an excessive or disproportionate amount of support resources, to the detriment of RST EPoS’s ability to provide adequate support to other customers, the contract may be terminated.

In all cases, RST EPoS will provide notice to the Customer, and any unused portion of the Maintenance Contract fees that have been prepaid will be refunded on a pro-rata basis.

The Customer may cancel their Maintenance Contract before the end of its term:

• Monthly-Paid Contracts: Monthly Maintenance Contracts (paid by direct debit) are annual commitments. Early cancellation will incur a charge equal to the remaining monthly payments due for the 12-month term.
• Annually-Paid Contracts: If the contract was paid annually in advance via direct debit, the Customer will not be entitled to any refund for the unused portion of the contract, in accordance with the prepayment terms.

Should RST EPoS make any amendments to the terms or pricing of the Maintenance Contract, the Customer will be notified in writing at least 30 days in advance. If the Customer does not agree with the updated terms, they may cancel the contract and receive a pro-rata refund for any unused portion of the plan that has been prepaid.

Article 15: Short-Term Product Rental

RST EPoS may offer short-term rental options for its Products, and where this is possible, the Customer will be notified of the rental period and applicable fees.

Upon acceptance of an order, the Customer must pay a deposit per point-of-sale terminal along with the full rental fee. Payments must be made upfront, and no credit terms will be offered. If the rental period extends beyond one month, subsequent rental fees must be paid monthly in advance at one-month intervals, starting from the first day of the rental period.

RST EPoS retains full ownership and title of the rented Products at all times during the rental period.

The Customer is responsible for ensuring the rented Hardware is properly maintained and returned in the same condition in which it was dispatched, excluding fair wear and tear.

The Customer must arrange the safe return of the Hardware within five Working Days after the rental period ends.

RST EPoS may offer to collect the rented Hardware but reserves the right to charge for this service. However, the Customer must document the cosmetic condition of the Hardware before it is collected by RST EPoS or its third-party courier.

For each day beyond the five Working Days after the end of the rental period in which the Hardware has not been returned, RST EPoS will charge an additional rental fee per item.

Upon return of the Hardware, RST EPoS will inspect it and provide a report. If the Hardware is returned in good condition, the deposit will be refunded, minus any applicable adjustments, within 14 Working Days.

If the Hardware is returned in a damaged condition where repair or replacement costs exceed the deposit amount, RST EPoS reserves the right to invoice the Customer for the additional repair or replacement costs. The Customer must pay this invoice within 14 days.

If the Hardware is not returned after 28 days beyond the end of the rental period, RST EPoS will withhold the entire deposit and invoice the Customer for the remaining value of the Products and any outstanding charges. This payment must be made within 14 days of the invoice date.

The short-term Hardware rental does not include ongoing services or consumables (e.g., support, applications, or peripheral hardware). These services are available on request, subject to agreed additional fees.

Delivery of rented Hardware to the Customer’s premises will incur a charge at RST EPoS’s prevailing delivery rates. These charges will be confirmed in writing at the time of order and must be paid in advance along with the rental fees.

Article 16: Delivery of Hardware

Whilst RST EPoS takes reasonable care to ensure the Hardware packaging prevents any damage to the Hardware in transit, it is the Customer’s responsibility to check the Hardware before accepting it at the time of delivery.

For newly purchased Hardware, the Customer must inspect and notify RST EPoS in writing of any cosmetic defects (e.g. scratches, dents, or visible damage) within 24 hours of delivery.

For Hardware supplied under a HaaS (Hardware as a Service) subscription, the Customer acknowledges that such equipment may be reconditioned and may include minor cosmetic imperfections that do not affect performance. These shall not be considered defects and are not eligible for replacement, unless the issue materially impacts the functionality of the device.

Provided clause 16.2 has been complied with, in the rare event that the Hardware is found to be faulty or damaged on arrival, RST EPoS will supply replacement Hardware at no additional cost.

Whilst RST EPoS will use reasonable endeavours to deliver the Hardware by the date specified in the Customer’s order, it shall not be liable for any delay in delivery, regardless of the cause or origin. Delivery dates are estimates only and time shall not be of the essence in relation to delivery under this Agreement.

All deliveries must be signed for by the Customer or its authorised representatives. RST EPoS’s third-party courier may notify the Customer of the timeframe when the Customer should expect the delivery by email and/or text message. It is the responsibility of the Customer to provide RST EPoS with the correct address, email, and mobile number to benefit from this service.

It is the responsibility of the Customer to have an appropriate and authorised person available to sign for the delivery of the Hardware. RST EPoS is not responsible for any deliveries that cannot be made due to an authorised person not being available to receive the Hardware or its courier not having access to the delivery location.

Article 17: Hardware Warranty

RST EPoS warrants that any new Hardware purchased directly from RST EPoS will be of satisfactory quality and free from material defects for a period of 12 months from the date of delivery to the Customer. This warranty is subject to the conditions outlined in clause 17.5.

Refurbished Hardware purchased directly from RST EPoS is warranted to be free from material defects for 90 days from the date of delivery. However, if the refurbished Hardware is sold as ‘like new,’ the warranty period is extended to 12 months from the date of delivery. This warranty is also subject to clause 17.5.

The Hardware warranty covers defects in materials or workmanship under normal use during the applicable warranty period. If a hardware defect arises within this period, RST EPoS will, at its discretion, either repair or replace the defective Hardware.

All warranty repairs are conducted on a Return-to-Base (RTB) basis, meaning the Customer is responsible for safely returning the affected Hardware to RST EPoS for assessment and repair. RST EPoS will cover the cost of return shipping only if the fault is confirmed to be covered under the warranty.

The following items and situations are not covered under the standard hardware warranty:

• Third-party hardware not supplied by RST EPoS.
• Hardware tampered with, repaired, or modified by unauthorised personnel.
• Hardware where warranty seals are broken or altered.
• Cosmetic damage that does not impact functionality (e.g., rust, wear and tear).
• Damage from misuse, neglect, accidental drops, spills, or power surges.
• Damage from improper installation or external peripherals.
• Damage from viruses, improper software usage, or non-RST EPoS software.
• Damage caused by external electrical faults, fraud, theft, or wilful acts.
• Liquid damage or contamination of any kind.

If the Customer believes the Hardware is faulty and covered under warranty, the following process must be followed:

1. Step 1 – Notification: The Customer must notify RST EPoS in writing within the applicable warranty period, providing a description of the fault.
2. Step 2 – Return of Hardware: The Customer must return the Hardware to RST EPoS

Article 18: Refunds and Returns

No return or refund will be considered by RST EPoS unless the Customer has first followed the complaints procedure outlined in clause 19.

The Software licence fee is strictly non-refundable.

Any Products returned must be packed in their original packaging, including all boxes, leads, and adaptors. RST EPoS reserves the right to charge the Customer for any damage incurred in transit due to inadequate or improper packaging.

RST EPoS Systems and Software sales are excluded from the standard returns policy due to the considerable costs in configuration, personalisation, training, and dispatch. These items are strictly non-refundable.

Any money paid to third parties for any modifications made to the Software at the Customer’s request shall also not be refunded to the Customer.

RST EPoS will not accept returns or issue refunds in the following circumstances, including but not limited to:

• Customer or staff training needs, where the Customer is not understanding or using the System properly.
• The Customer not properly researching or qualifying the purchase.
• Functions that are not present or work differently than other products available in the market.
• Compatibility with third-party items or systems.
• Products that have been dispatched, configured, personalised, and used.
• The Customer shutting down the business or where the Product is surplus to requirements after delivery.
• Orders that contain bespoke or custom equipment.
• Operational problems arising from the Customer’s internet connection, local network, or environment issues outside RST EPoS’s control.
• Products accidentally damaged by the Customer after delivery.
• Products misused or damaged by the Customer or a third party.
• Hardware that has been opened or tampered with by the Customer or a third party.
• Hardware no longer required after being personalised by the Customer.
• Items forming part of a custom or large order.
• Items not returned in their original packaging.
• Products not in “as new” condition.

1. RST EPoS will make reasonable efforts to understand why the Customer believes the Product is unfit for purpose and will attempt to resolve issues via remote access.
2. If the issue cannot be resolved remotely, RST EPoS may attend the Customer’s premises to perform a site assessment, training, or repair, which may incur a charge.
3. If a fault is confirmed, the Customer must allow RST EPoS a reasonable opportunity to resolve the issue, with the Customer’s cooperation where applicable.

The Customer is responsible for returning Products to RST EPoS at their own expense. Where a fault is identified and confirmed by RST EPoS, reasonable return delivery costs (at the lowest available rate) will be reimbursed. No refund or credit will be considered until the Products have been inspected by an RST EPoS engineer.

Refunds will only be made after reasonable endeavours have been made by RST EPoS to resolve the issue.

Refunds, credit notes, or exchanges will only be issued to the original payer or purchasing entity and will be processed within 28 days of RST EPoS receiving and inspecting the returned item.

For any payments made through a finance company, RST EPoS is only able to refund any amounts due via the finance company’s instruction in writing.

Any amounts paid for professional services — including, but not limited to, on-site installations, training, customisation, integrations, product imports, support services, postage, repairs, and labour — are strictly non-refundable.

Article 19: Complaints Procedure

If the Customer has any complaints about the Products or Services provided by RST EPoS, the Customer should contact RST EPoS by writing to the Customer Services team at RST EPoS trading as Retail Systems Technology Ltd, McLean Rd, Eglinton, Co. Derry, N. Ireland BT47 3XX or via email at [email protected].

RST EPoS will use reasonable endeavours to resolve the complaint within five (5) Working Days of receipt. If additional time is required, RST EPoS will notify the Customer and provide an estimated resolution timeframe.

The Customer is required to provide RST EPoS with all necessary information and assistance in relation to the complaint in order to enable RST EPoS to resolve it as soon as possible.

Article 20: Intellectual Property Rights

The Customer acknowledges that all Intellectual Property Rights in the System, Software, and any other documents or materials provided by RST EPoS under this Agreement shall remain the property of RST EPoS or its licensors.

RST EPoS grants the Customer a non-exclusive, non-transferable licence to use the Software in accordance with this Agreement solely for the purposes of operating the System. The Customer shall not sublicense, assign, or otherwise transfer the rights granted under this licence.

The Customer agrees that they will not, under any circumstances, copy, reverse-engineer, modify, adapt, or create derivative works from the Software, nor allow or assist any third party in doing so, without the prior written consent of RST EPoS.

Article 21: Email Service via SendGrid

To provide the Email Marketing Service, RST EPoS currently uses SendGrid’s API as a third-party service. Your use of the Email Marketing Service is subject to SendGrid’s terms and policies, including, but not limited to, SendGrid’s Terms of Use and Privacy Policy ("SendGrid Terms"). The SendGrid Terms are in addition to the terms outlined in this Agreement, and you agree to comply with both as they apply to the Email Marketing Service.

You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all customer information, such as contact lists ("Customer Information"). You are responsible for maintaining, securing, and storing all Customer Information in compliance with applicable law and your contractual obligations, including those outlined in this Agreement.

You represent and warrant that you own or have the necessary rights to the material in your emails and the Customer Information required for RST EPoS to use this Customer Information as contemplated by the terms of this Agreement.

Article 22: Limitation of Liability

RST EPoS will not be liable for any loss of profits, loss of business, depletion of goodwill, loss of anticipated savings, loss of goods, loss of use, or any indirect or consequential loss, costs, damages, charges, or expenses arising out of or in connection with this Agreement.

RST EPoS's total liability to the Customer, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total fees paid by the Customer for the Products and/or Services in the 12 months preceding the claim.

Nothing in this Agreement shall limit or exclude RST EPoS’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any matter for which it would be unlawful for RST EPoS to exclude or restrict liability.

RST EPoS shall not be liable for any loss, damage, or corruption of data, or the cost of recovering or restoring any lost data, howsoever caused.

RST EPoS shall not be liable for any loss, damage, or expenses arising from the failure of any third-party service or product integrated with or used in conjunction with RST EPoS’s Products and Services.

No claim, regardless of form, arising out of or relating to this Agreement may be brought by the Customer more than one month after the cause of action has accrued.

RST EPoS shall not be liable for any delay or failure in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, government restrictions, natural disasters, pandemics, or strikes.

RST EPoS shall not be liable for any loss, damage, or failure in performance arising from:

• The Customer’s failure to follow RST EPoS’s written or verbal instructions, documentation, or training;
• Improper use, unauthorised modification, or misconfiguration of the Products or Services;
• Failure to maintain sufficient security measures, including access control, firewalls, antivirus protection, and password hygiene;
• The Customer’s failure to maintain regular and verified data backups;
• Use of third-party software, hardware, or integrations not approved or supplied by RST EPoS;
• Environmental factors within the Customer’s control, including unstable internet connections, power interruptions, and local network faults;
• Delays in providing RST EPoS with access, information, or cooperation necessary to perform the Services.

The Customer is solely responsible for ensuring that their operating environment is suitable for the deployment and use of RST EPoS Products and Services.

RST EPoS shall not be liable for any delays in the delivery of Products or provision of Services due to factors beyond its control, including supplier delays or shipping issues.

The Customer is solely responsible for obtaining and maintaining adequate insurance coverage to protect against risks arising from the use of RST EPoS Products and Services, including but not limited to:

• Hardware failure or damage (accidental or otherwise);
• Data loss, corruption, or unauthorised access;
• Business interruption or loss of revenue;
• Theft, fire, flood, or other physical loss or damage;
• Cyber incidents or malicious attacks.

RST EPoS shall not be liable for any losses, liabilities, or damages that could reasonably have been covered by such insurance. The Customer acknowledges that it is their responsibility to assess their risk exposure and arrange appropriate insurance cover accordingly.

Article 23: Insurance Obligations for HaaS Subscription

Under the Hardware as a Service (HaaS) Subscription, the Customer is required to maintain adequate insurance coverage for all hardware provided by RST EPoS throughout the duration of the HaaS contract. This insurance must cover the full replacement value of the hardware, including coverage for loss, theft, accidental damage, fire, and any other risks typically associated with hardware ownership.

Upon request, the Customer must provide RST EPoS with proof of insurance coverage, including details of the policy provider, coverage amounts, and the duration of the insurance. Failure to provide such proof may result in suspension of the HaaS service until adequate insurance is secured.

In the event that the hardware is lost, stolen, or damaged and the Customer does not have sufficient insurance coverage in place, the Customer will be liable for the full purchase cost of the hardware. This payment will be due within 30 days of the loss or damage, and failure to do so will result in RST EPoS taking steps to recover the outstanding amount.

While title to the hardware remains with RST EPoS during the Hardware as a Service (HaaS) subscription, the Customer assumes all risk for the hardware as soon as it is delivered. This includes responsibility for any loss, theft, or damage to the hardware, regardless of whether such damage is accidental or intentional. If the hardware is damaged during the HaaS period, the following terms will apply:

The Customer is responsible for all repair costs if the hardware is damaged due to mishandling, misuse, negligence, improper installation, or other factors not covered under RST EPoS's warranty. This includes, but is not limited to:

• Physical damage to hardware components (e.g., broken screens, cracked cases).
• Water or liquid damage.
• Damage resulting from improper electrical connections or power surges.
• Damage caused by use of unauthorised accessories or third-party equipment.
• Cosmetic damage that affects the appearance but not the functionality of the hardware.

In the event of damage, the Customer must notify RST EPoS within five (5) Working Days of discovering the issue. RST EPoS will assess the hardware and provide the Customer with a quotation for the cost of repair or replacement.

If the hardware can be repaired, RST EPoS will arrange for the necessary repairs, and the Customer will be invoiced for all related costs, including parts, labour, and any shipping fees associated with returning the hardware for repair.

If the hardware is deemed beyond repair or uneconomical to repair, the Customer will be liable for the full replacement cost of the hardware. RST EPoS will provide a replacement unit at the purchase cost as outlined in the Subscription Contract.

If the Customer has adequate insurance coverage in place, as required by clause 23.1, the Customer must initiate a claim through their insurer to cover the repair or replacement costs. The Customer remains liable for any excess charges or costs not covered by the insurance policy.

All repair or replacement costs related to damaged hardware must be paid within thirty (30) days of the date of the applicable invoice. Failure to settle these costs may result in suspension or termination of the HaaS Subscription, as well as legal action to recover the outstanding amount.

Article 24: Data Protection

Both RST EPoS and the Customer will implement appropriate technical and organisational measures to protect Personal Data from misuse and ensure compliance with applicable data protection laws, including any Personal Data processed in connection with the Services.

When RST EPoS processes Personal Data in the course of delivering the Services, it may act either as a data controller or data processor, depending on the specific Service and as described in the relevant agreements, documentation, or Privacy Statement. RST EPoS may use pseudonymised and/or aggregated transaction data to improve its products and services, including but not limited to enhancing payment performance, fraud prevention, network analysis, and the training of machine learning models. All such data will be handled in accordance with the RST EPoS Privacy Statement, as updated from time to time.

RST EPoS will process any Personal Data received from the Customer in accordance with applicable Data Protection Laws, including the UK Data Protection Act 2018 and the General Data Protection Regulation (GDPR).

The Customer acknowledges and agrees that RST EPoS may collect, store, and process Personal Data as reasonably necessary to provide the Products and Services under this Agreement and to administer and manage its relationship with the Customer.

The Customer warrants that all Personal Data provided to RST EPoS has been lawfully collected and disclosed in accordance with applicable Data Protection Laws, and that it has obtained all necessary consents or legal bases to permit RST EPoS to process such Personal Data for the purposes outlined in this Agreement.

RST EPoS shall implement and maintain appropriate technical and organisational security measures to protect Personal Data against unauthorised or unlawful processing, and against accidental loss, destruction, or damage, taking into account the nature of the data and associated risks.

Article 25: Termination

Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

The other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so; or

The other party becomes insolvent, unable to pay its debts as they fall due, or if a liquidator, receiver, administrator, or similar is appointed over any of its assets.

The Customer fails to pay any amount due under this Agreement or violates the terms of the 36-month subscription period for HaaS or SaaS services, and fails to remedy such non-payment or violation within 14 days of being notified in writing by RST EPoS.

On termination of this Agreement for any reason:

The Customer shall immediately pay RST EPoS all outstanding amounts due under this Agreement. In the event of an early termination of a HaaS or SaaS subscription, the Customer will also be required to pay the remaining balance of the subscription term. This balance will be calculated as the remaining monthly fees for the full 36-month contract term.

If the Customer terminates this Agreement before the end of the agreed 36-month subscription term, they shall be liable for an early termination fee. The early termination fee will include the remaining subscription balance as well as any costs incurred by RST EPoS in recovering the Products.

Any licences granted to the Customer under this Agreement shall immediately terminate, and the Customer shall no longer have the right to use any of the Products or Services provided by RST EPoS.

The Customer shall, at their own expense, return any Hardware under a HaaS subscription to RST EPoS within ten (10) Working Days of termination. The Customer remains responsible for any costs associated with returning the Hardware in good working condition, subject to reasonable wear and tear. Failure to return the Hardware will result in additional charges equivalent to the full replacement cost of the Products.

The Customer shall immediately cease all use of the Products and Services, including any Software and associated applications provided by RST EPoS.

Each party shall promptly return all property, including confidential information and data, belonging to the other party. Any stored Customer data will be securely deleted by RST EPoS upon written request.

Article 26: Use of Electronic Signatures

You agree to provide an electronic signature when requested by RST EPoS, unless you have previously withdrawn your consent. RST EPoS may use electronic signatures for any form of communication, including but not limited to, creating valid and enforceable contracts.

By providing an electronic signature, you consent to its use as evidence in any legal proceedings. You acknowledge that your electronic signature is legally binding.

An "electronic signature" refers to any data in electronic form that is attached to or logically associated with other electronic data and used by the signatory to sign. This may include, but is not limited to:

• Time-stamped electronic signatures on an electronic signature platform.
• A name typed at the end of an email.
• Clicking an "I accept" checkbox on a website or application.

Article 27: Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to events beyond the reasonable control of the affected party (the "Affected Party"), including but not limited to:

• Natural disasters (e.g. floods, earthquakes, or hurricanes);
• Epidemics or pandemics, including government-imposed restrictions or mandatory closures;
• War, terrorism, or civil unrest;
• Strikes, labour disputes, or other industrial disturbances;
• Electrical, telecommunications, or internet outages not caused by the party;
• Cyberattacks or data breaches;
• Fire, explosion, or other casualties.

These events are collectively referred to as “Force Majeure Events.”

The Affected Party must provide written notice to the other party as soon as reasonably possible, specifying:

• The nature of the Force Majeure Event;
• Its anticipated impact on the Affected Party’s ability to perform its obligations under this Agreement; and
• The estimated duration of the disruption, if known.

Upon such notice, the obligations of the Affected Party that are impacted by the Force Majeure Event will be suspended for the duration of the Force Majeure Event, provided that the Affected Party uses all reasonable efforts to mitigate the effect of the Force Majeure Event and resume performance of its obligations as soon as possible.

As soon as the Force Majeure Event ceases, the Affected Party must notify the other party and resume performance of its obligations under this Agreement without undue delay.

If a Force Majeure Event continues for more than [90] days, either party may terminate this Agreement by giving written notice to the other. In such case, neither party may be liable to the other for any termination fees, penalties, or damages as a result of such termination, except for amounts owed for services or products delivered prior to the Force Majeure Event.

Financial difficulties, changes in market conditions, or the inability to meet payment obligations are not considered Force Majeure Events.

Article 28: Governing Law and Jurisdiction

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Northern Ireland. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

The parties irrevocably agree that the courts of Northern Ireland shall have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this Agreement or its subject matter (including non-contractual disputes or claims). However, RST EPoS reserves the right to bring proceedings in any other jurisdiction if it deems it necessary to protect its intellectual property rights or enforce any judgment.

Before initiating any legal proceedings, the parties agree to attempt in good faith to resolve any dispute or claim arising out of or relating to this Agreement promptly through negotiations between senior representatives of the parties. If the dispute is not resolved within 30 days of the commencement of such negotiations, either party may refer the matter to mediation or arbitration, as described in clause 28.4.

If negotiations fail to resolve the dispute, the parties may agree to attempt resolution through mediation in Northern Ireland, using a mediator jointly selected by the parties. If mediation is not pursued or proves unsuccessful, either party may refer the dispute to binding arbitration in accordance with the Arbitration Act 1996 (as amended). The seat of arbitration shall be Northern Ireland, and the proceedings shall be conducted in English.

Each party shall bear its own costs in relation to any dispute resolution process, including mediation or arbitration. However, the costs of the mediator or arbitrator, as well as any incidental administrative costs, shall be shared equally between the parties unless otherwise agreed.