Application and entire agreement
- These Terms and Conditions will apply to the purchase of the goods and/or services detailed in our quotation (services) by the buyer (you) from Zienix a trading brand of Amori Ltd a company registered in Scotland under number SC417934 whose registered office is as 47 Main Street, Cumbernauld, Glasgow, G67 2RT (we or us).
- These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Services (whichever happens earlier) and will constitute the entire agreement between us and you.
- These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Services between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, customer, practice or course of dealing.
- A “business day” means any other day other than a Saturday, Sunday or bank holiday in the UK.
- The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
- Words imparting the singular number include the plural and vice-versa.
- The description of the Services is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Services by us. Descriptions of the Services set in our sales documentation are intended as a guide only.
- We can make any changes to the specification of the Services which are required to conform to any applicable safety or other statutory or regulatory requirement.
- The price (Price) of the Services is set out in our quotation current at the date of your order or such other price as we may agree in writing.
- If the cost of the Services to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
- Any increase in the Price under the clause above will only take effect after we have told you about it.
- You may be entitled to discounts. Any and all discounts will be at our discretion.
- The Price is exclusive of fees for packaging and transportation/delivery.
- The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and alteration
- Details of the Services as described in the clause above (Services) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Services which is capable of acceptance.
- The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 7 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
- Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.
- To cancel your EPOS or Online Ordering account with us you must inform us in writing.
- To cancel your EPOS or Online Ordering account with us you must provide 30 days’ notice.
- If you wish to cancel your EPOS account within the first 3 months of purchase, and elected to pay annually, you will receive a refund of your monies less the first 3 months fee(s) for your chosen Services on the equivalent monthly contract plus an administration fee of £50.
- If you wish to cancel your EPOS account after the first 3 months, and elected to pay annually, you will receive a refund of your monies less the equivalent monthly contract fee(s) for your chosen Services for the period in which you were a customer plus an administration fee of £50.
- If you wish to cancel your EPOS account within or after the first 3 months, and elected to pay monthly, your account will be cancelled after the 30 days’ notice period with no refunds due.
Charge for EPOS System
- For annual subscriptions a 50% deposit is payable by you upon acceptance of the quotation.
- We will invoice you for the remainder of the Price when your Services are ready to be activated.
- You must pay the outstanding balance of the Price within 7 days of the date of our invoice or otherwise according to any credit terms agreed between us.
- You must make payment before the Services and all relating documentation and user accounts can be passed to you.
- If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 8% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
- For monthly subscriptions the first 3 months are payable by you to us upon acceptance of the quotation. Monthly payments will then be taken from month 4 onwards.
- If a monthly payment is declined by your payment method you must rectify this and make payment within 7 days of us notifying you.
- If you do not honour the monthly payments, we will suspend your services and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 8% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay outstanding balance.
- Time for payment will be of the essence of the Contract between us and you.
- All payments must be made in British Pounds unless otherwise agreed in writing between us.
Charges for Online Ordering System
- Payment processing services for merchants on Zienix are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a merchant on Zienix, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Zienix enabling payment processing services through Stripe, you agree to provide Zienix accurate and complete information about you and your business, and you authorise Zienix to share it and transaction information related to your use of the payment processing services provided by Stripe.
- Customer card payments will be charged fees of 1.4%+20p+45p, of which charges may vary
- If you have chosen the monthly package, the appropriate monthly fee will be deducted from the funds in your Stripe account before the balance is transferred to your designated bank account.
- If there are insufficient funds in your Stripe account to cover the monthly cost, we reserve the right to charge your bank account or payment card for the balance.
Payments from Us to You
- Funds received through Stripe from online orders will be transferred to your nominated bank account the same day each week.
- We can terminate the sale of the Services under the Contract where:
- you commit a material breach of your obligations under these Terms and Conditions;
- you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
- you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme arrangement is made with your creditors; or
- you convene any meetings of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administrative order, or any proceedings are commenced relating to your insolvency or possible insolvency.
Limitation of liability
- Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
- All warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
- If we do not deliver the Services, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement services of similar description and quality in the cheapest market available, less the price of the Services.
- Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
- We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Services, for:
- any indirect, special or consequential loss, damage, costs, or expenses; and/or
- any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
- any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
- any loss caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
- any loss relating to the choice of the Services and how they will meet your purpose of the use by you of the Services supplied.
- The exclusions of the liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
- All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised office of that party).
- Notices will be deemed to have been duly given:
- when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
- when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
- on the fifth business day following mailing, if mailed by national ordinary mail; or
- on the tenth business day following mailing, if mailed by airmail.
- All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
Circumstances beyond the control of either party
- Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
- No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
- If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).
Law and jurisdiction
This Agreement shall be governed by and interpreted according to the law of Scotland and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the Scottish court.