Terms and Conditions of Droid IT Systems Ltd

1. Definitions

In this contract, the following terms are understood:

• software: a complete and documented set of programs, algorithms and models (processor cores/ multicore platforms) in whatever form and code, and databases, designed with the same function to be supplied to several users;
• program: all the coded instructions forming constituent elements of the software that runs on a computer, supplied in a compiled form by GloPosNet;
• documentation: all the informative, printed parts provided to users by GloPosNet describing the products;
• version: the description used to categorise the functional and technical features of the software: there may be several versions of the same software which exist at any one time;
• use: performing the data processing operations intended for the software;
• designated computer: the single electronic device intended for the client to use the software.

2. Purpose of contract

The purpose of the contract is:

2.1. The supply by GloPosNet of an IT solution including:

• allowing the customer, the exercise of the right of use of all the software on designated computer, programs and documentation

2.2. The right of use is limited to the designated computer only. It can only be transferred or extended after an amended contract is signed. It is agreed that if the designated computer fails to function, the software may be temporarily transferred to a backup computer, without amendment to the contract, but after the customer has informed GloPosNet. GloPosNet reserves all rights not expressly granted to you in this agreement.

2.3. Restrictions. The software contains trade secrets, so you may not copy the software. You may not, disassemble, decompile or reverse engineer the software in any form. You may not modify, adjust, rent, lend, sell, distribute the software or create derivative versions of the software. You are not authorized to electronically transfer the software from one computer to another by whatever means. The customer agrees not to competitively analyse or use the software for benchmarking purposes, or in order to develop a competing software solution.

The demonstration license may only be used during the demonstration (demo) period, for evaluation and trialling purposes only. The demo license is not authorised for commercial purposes or incorporation into the customer’s service.

With written notice, at least 14 days prior, GloPosNet may audit the customer’s utilisation of the software to ensure their compliance with this agreement.

2.4 Alterations. GloPosNet reserves the rights to modify the terms of this agreement without prior notice to the customer. This will be updated to the Pos software automatically. In the event that the customer requires the agreement, they may request it by contacting GloPosNet directly.

3. Delivery of programs and documents

3.1. The programs are installed by GloPosNet on the designated computer and the entire GloPosNet solution is delivered on the date agreed by both parties. On this date, the customer must provide all the connection means necessary for the programs to be installed. This includes premises with suitable conditions for installation. If the installation could not be carried out and if the fault lay with the customer, GloPosNet will carry out a second installation which will be at expense of the customer.

3.2. The programs are delivered to the customer according to the form that the designated computer will use. No program listing is provided on paper.

4. Duration and termination of the contract

4.1. For an unlimited period, GloPosNet grants to the customer the non-transferable and non-exclusive right to use the software for its own needs. This right is granted for each software used and is only intended for the designated computer. GloPosNet retains ownership of the software and its constituent elements.

4.2. If there is a breach by one of these parties, it must be restored, and other party notified. If not restored within 10 days of the registered letter with acknowledgment of receipt notifying the breaches by the other party, the latter may assert the termination of the contract.

4.3. In the event of the occurrence of force majeure as defined by case law, the contractual obligations affected by the event are suspended for its effective duration. The party invoking force majeure must notify the other by registered letter with acknowledgment of receipt within 3 days of its occurrence.

4.4. In the event of judicial settlement, liquidation of assets, bankruptcy or similar, without prior notification and authorization from GloPosNet, this contract may not be transferred to any entity whatsoever.

5. Financial conditions

5.1. Price. The prices are agreed between the customer and GloPosNet prior to installation. Prices may vary depending on options, modifications, and different variations of the software. They are understood to be taxed according to the national and international regulations. If this is modified, the new regulations will be implemented on the official date of their entry into force.

5.2. The prices indicated are firm, final and not subject to revision.

5.3. Additional invoices

GloPosNet invoices the customer for all supplies and services which do not result from the commitments provided for in the contract. This is the case, for example, in the following cases:

• training or assistance requested by the customer;
• time spent at the customer’s premises for a fault diagnosis or the search for a temporary emergency procedure;
• time spent on modifications requested by the customer;
• time spent resulting from the customer providing incorrect information to GloPosNet;
• specific programming work;
• additional copies of documentation or new copies of programs;

In addition, all maintenance and travel expenses of staff authorised by GloPosNet to the customer for the execution of the contract are billed to the customer. Refunds will be made at the actual expense with supporting documents and after acceptance by the customer.

5.4. Refunds

The solution (software and hardware) is made and sold “as is”. The customer has agreed to its purchase after approving the demo, always offered by GloPosNet prior to purchase. However, GloPosNet provides a 14-day demo period for customer to trial the system. In the event that the customer is not satisfied with any aspect of the system, they may return it in an acceptable condition, and a full refund is also applicable.

5.5. Terms of payment

The billing schedule is agreed. Invoices are payable upon receipt via standing order or direct debit, agreed beforehand by both parties. Whichever method agreed must be upheld regularly. In the event of non-payment when due, any amount due will incur 10% interest. No prior formality is required, the debtor is put in default by the mere fact that the due date has been passed.  

6. Software ownership and protection

6.1. Ownership. The concession of the right of use does not involve the transfer of any right of ownership of the software: GloPosNet retains this software and all rights, including but not limited to intellectual property rights, attached to it.

6.2. The customer is therefore prohibited from transferring the software, its constituent elements, or its total copies, in any form and for any reason whatsoever.

6.3. All assignments or communications by the customer to a third party of the right of use, as well as any assignment of this contract, are also prohibited. GloPosNet uses third party tools for remote connections – the customer agrees not to share these details with any unauthorised persons.

6.4. The elements of the software may not be reproduced, in any form whatsoever. Only the customer is entitled to establish backups of his own data.

6.5. The customer must commit to take all necessary measures to ensure that staff and third parties who have access to the software comply with these obligations. Otherwise, it guarantees GloPosNet against their actions.

7. Term.

The licenses for the software granted remain in effect for the term agreed between GloPosNet and customer, unless earlier terminated under this Agreement. If this is a commercial term license, at the end of each term, the software licenses will automatically renew for an additional term. In the event that the renewal fails, the customer must inform GloPosNet and GloPosNet shall renew it.

The licenses granted under this agreement will automatically terminate, with or without notice from GloPosNet, if you breach any term of this agreement. If the contract is terminated for any reason whatsoever, the customer must either promptly destroy or return all copies of the software in their possession or control, the related documentation, and the designated computer to GloPosNet within 14 days of the termination.

8. Data.

By accepting these conditions, the customer agrees that the program transfers identification information via the internet for the purposes of controls and statistics and to keep the current version levels for each of our installations, as well as to check the legality of the license.

The customer agrees that any transmitted data can be used for marketing and research purposes.

9. Software modification

The customer is obliged not to make any adjustments to the software, whether in the program or in the documentation. If the customer modifies or causes the software to be modified, GloPosNet would no longer have the technical means to provide maintenance or other services and would no longer be required to do so, but the contract would continue in all its other provisions.

10. Support

GloPosNet guarantees the operating system, on which the software is installed, against any product defect, under the condition of normal use, for a period of 12 months from the date of purchase. During this warranty period, GloPosNet will repair (or if necessary, will replace), at its expense, all or part of the operating system which is found to be defective. The customer may separately purchase additional maintenance and support services.

The application of this guarantee may not deprive the customer of his rights relating to the legal guarantee against hidden defects, as much as is applicable.

11. Exclusion of Warranty on the Software.

Any warranty exclusions or limitations mentioned herein are only applicable to the extent permitted by applicable law, and those of their provisions which conflict with the express requirements of applicable law will be deemed to have no effect. In particular, these conditions cannot deprive you of your rights to the legal guarantee (in the event of defects or hidden defects), as much as is applicable.

GloPosNet does not warrant that the software will meet the customer’s requirements, will operate error-free or uninterrupted with all the combinations desired by the customer. GloPosNet expressly disclaims all warranties and conditions, express or implied, including but not limited to any implied warranties and conditions of merchantability, fitness for a particular purpose and noninfringement, and any warranties and conditions arising out of course of dealing or usage of trade.

12. Liability.

In no event including negligence, GloPosNet shall be liable for any damages, direct or indirect, special or consequential damages resulting from any use or inability to use the software or the related documentation. This includes damages for loss of business or profits, even if GloPosNet or any authorised representative of GloPosNet have been advised of the possibility of such damage.

13. Applicable law and severability of the Contract.

This License will be governed by UK law. If for any reason a court of competent jurisdiction finds any provision of this License to be unenforceable, in whole or in part, such provision will be applied to the greatest extent possible to reflect the will of the parties, and the other provisions of this License will remain fully applicable.

This agreement is the complete and exclusive understanding between the parties regarding its subject matter. Any terms or conditions contained in your order that are inconsistent with the terms and conditions of this agreement are hereby rejected by GloPosNet and will be deemed null.

14. Integrated and non-integrated payment gateway recommendations

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15. Commitment.

You acknowledge that you have read this License and the Guarantee, that you understand them and that you agree to be bound by their terms and conditions.

Updated on: 17/11/2021