Terms and Conditions

1.Definitions

“VBR”

Refers to Visual Business Retail Ltd.

“Customer”

Any business or legal entity purchasing products or services from VBR under these Terms.

“Hardware”

Physical devices supplied by VBR including (but not limited to) tills, POS terminals, printers, cash drawers, and related peripherals.

“Software”

Licensed point-of-sale applications developed or supplied by VBR, provided for use under Section 7 and subject to licensing terms in Section 15.

“Services”

Encompasses installation, training, configuration, support, integration, and remote or on-site maintenance provided by VBR.

“Support Services”

Technical assistance provided by VBR for software and systems, which may include hotline support, updates, patches, bug fixes, and guidance during standard support hours (see Section 8).

“RTB (Return to Base)”

A warranty service model in which the Customer is responsible for returning faulty hardware to VBR for repair.

“Loan Equipment”

Temporary replacement hardware provided by VBR to the Customer during RTB repairs, governed by a separate Equipment Loan Agreement (see Section 6A).

“Support Hours”

Standard hours of operation for remote technical support: Monday to Friday, 09:00–17:00 (excluding public holidays).

“Software Licence”

A right to use VBR Software on a specified number of devices, subject to annual renewal fees as set out in Section 7.

“Maintenance Services”

Updates, patches, and error corrections issued by VBR to improve or maintain the performance of licensed Software.

“Major Enhancements”

New software features or modules offered optionally at additional cost and not included under standard Maintenance Services.

2.Application and scope

2.1These Terms and Conditions govern all transactions between VBR and the Customer. They supersede any inconsistent terms in purchase orders, emails, or other documents issued by the Customer.

2.2Any verbal discussions or representations are not binding unless confirmed in writing.

2.3By placing an order, the Customer agrees to these Terms in full.

3.Quotations and pricing

3.1Quotations are valid for 30 days unless otherwise stated. Pricing is exclusive of VAT.

3.2Discounts or promotional pricing are subject to expiry and must be honoured within the stated period.

3.3Travel, delivery, and additional labour charges are invoiced separately where applicable.

4.Order acceptance

4.1Orders are only accepted upon written confirmation by VBR.

4.2Once confirmed, an order cannot be cancelled or varied without written approval from an authorised officer of VBR.

4.3VBR reserves the right to refuse any order at its sole discretion.

5.Delivery and acceptance

5.1VBR will use reasonable efforts to meet estimated delivery dates but is not liable for delays.

5.2The Customer must inspect the goods upon delivery and report any damage or shortage within 48 hours.

5.3Acceptance of the delivery confirms the Customer’s agreement to these terms.

6.Warranty & returns

6.1All hardware is covered by a Return to Base warranty (12 months for new items, 90 days for refurbished).

6.2Extended warranty periods of up to 3 years are available for selected hardware brands. These warranty terms will be confirmed in writing during the Sales Order Processing stage. Eligible brands currently include VMAX, SHARP, and TOSHIBA, and may be expanded from time to time as VBR introduces new industry-leading manufacturers and technologies with appropriate warranty cover. VBR reserves the right to amend its list of brands or warranty durations based on supplier agreements and product advancements.

6.3Warranties do not cover misuse, accidents, unauthorised repairs, or third-party equipment.

6.4All returns require a valid Return Merchandise Authorisation (RMA). Goods must be returned in original packaging.

6.5No returns accepted for special-order items, configured systems, or opened software.

6A.Loan equipment during RTB

6A.1In the event a Customer’s hardware is returned to VBR under a valid Return to Base (RTB) warranty claim, VBR may, at its sole discretion, offer temporary loan equipment to minimise business disruption.

6A.2Any loaned equipment will be provided under a separate Equipment Loan Agreement, which the Customer must sign and accept prior to receipt. This agreement sets out:

• That the equipment remains the sole property of VBR.
• That the Customer must insure the equipment against loss or damage while in their possession.
• That the Customer must not alter, sublease, or encumber the equipment in any way.

6A.3The standard loan period is 30 days from delivery unless otherwise agreed in writing. Early return may be requested by VBR upon repair completion.

6A.4If the loaned equipment is not returned within 10 working days of VBR’s written request or is returned damaged, VBR reserves the right to charge the Customer for repair, replacement, or late return.

6A.5Loan equipment is intended only to cover operational needs during the RTB repair period and is subject to availability.

6A.6The Customer agrees to pay a monthly loan fee of £150 + VAT per item for any loan equipment kept beyond the agreed 30-day term. Fees continue to accrue until the equipment is returned and inspected.

6A.7Additionally, the Customer agrees to pay a flat fee of £30 + VAT for the combined collection and redelivery of the warranty-repaired system. This fee will be invoiced separately or included within the warranty job invoice.

6A.8If the Customer fails to return the loan equipment at the scheduled collection time, and this results in a failed or additional collection attempt, an additional collection fee of £50 + VAT will apply for each subsequent attempt.

7.Software licensing

7.1POS Software is provided on a licensed basis.

7.2One terminal = one licence. Licences are non-transferable and non-refundable.

7.3The first year of the Software Licence is provided free of charge and is included as part of the initial hardware and service setup package.

7.4From the second year onwards, each POS terminal system will be subject to an annual software licence fee. The standard fee is £180.00 + VAT for the first terminal, with a discounted rate of £60.00 + VAT applying to each additional active terminal. For example:

This licence fee covers continued access to software updates, technical support, and system maintenance services.

7.5Customers will be notified in advance of their renewal due dates and invoiced accordingly. Non-payment of software licence fees may result in restricted access to the POS Software.

7.6Software misuse, tampering, or unlicensed distribution is a breach of this agreement.

7A.Maintenance and enhancements

7A.1Maintenance services include bug fixes, error corrections, and system enhancements that improve stability and functionality. VBR will notify the Customer when new software versions are available and provide relevant documentation for proper use.

7A.2Basic Enhancements are included in the annual licence. Major Enhancements (e.g. significant new features) may be subject to additional charges.

7A.3Maintenance services exclude:

• Third-party software errors or failures.
• Customer-caused issues due to unauthorised software or hardware modifications.
• Use on unsupported operating systems or hardware.

7A.4Where required, VBR will assist with installing new releases and updates, and training may be provided at an additional charge.

8.Support services

8.1Support is provided via remote access, email, or phone, during Normal Support Hours (Monday to Friday, 09:00 to 17:00, excluding public holidays). Out-of-hours or on-site support may be available subject to separate agreement and charges.

8.2Software issues, configuration help, and initial training are included in the annual licence. Additional training, consultancy, or software development services can be arranged and charged separately at prevailing rates. Support includes:

• Hotline support for urgent problems (e.g. software failures or system performance inconsistent with documentation).
• Remote diagnostics and assistance for error correction.
• Advice on the availability of new versions or enhancements.

8.2.1The Customer must provide a detailed written description of the issue, including circumstances and supporting documentation, to allow VBR to investigate and respond efficiently.

8.3Virus infections, malware, and Windows or third-party application errors are not covered.

8.4Additional on-site support can be quoted separately.

9.Title and risk

9.1Title and risk provisions in this section apply strictly to hardware supplied by VBR. Ownership of hardware passes to the Customer only upon full payment of all sums owed in relation to that specific hardware.

9.2Risk in the hardware passes to the Customer upon delivery to the Customer’s premises, regardless of whether payment has been made.

9.3Hardware supplied on a rental or subscription basis remains the property of VBR and must be returned upon contract termination or expiry.

9.4For clarity, software, software licences, and associated intellectual property are not sold to the Customer and remain the sole property of VBR. These are provided strictly on a licensed basis as outlined in Section 7 and 15.

10.Late payments and debt recovery

10.1Late payments may incur:

• Interest at 8% above Bank of England base rate
• Reasonable administrative charges
• Suspension of services or software access

10.2Legal recovery may be initiated for outstanding balances over 30 days.

11.Installation and integration

11.1Basic setup is included unless stated otherwise.

11.2Custom integration (e.g., with payment processors like Elavon) is chargeable at a fixed rate per terminal (£100+VAT).

11.3The Customer is responsible for providing a stable internet connection and appropriate networking.

12.Liability limitations

12.1VBR shall not be liable for:

• Loss of business, profits, or data
• Delays caused by third-party failures or Customer’s infrastructure
• Any indirect or consequential damages

12.2Total liability is capped at the total contract value for the specific order.

13.Termination

13.1Either party may terminate with written notice if the other:

• Fails to fulfil contractual obligations
• Enters insolvency
• Commits a material breach not remedied within 14 days of notice

13.2Upon termination, all outstanding payments become due.

13.3Software licences will be revoked, and hardware under rental agreements must be returned.

14.Data protection

14.1The Customer is the Data Controller for all data processed via the POS System.

14.2VBR processes data in line with the UK GDPR and the Data Protection Act 2018.

14.3VBR may use anonymised data for system improvement purposes.

15.Intellectual property

15.1All software, training materials, documentation, and any other intellectual property developed or provided by Visual Business Retail Ltd (VBR) are and shall remain the sole and exclusive property of VBR. Full copyright is retained by VBR, and no intellectual property rights are assigned or transferred to the Customer under any circumstances.

15.2The Customer is granted a non-exclusive, non-transferable licence to use the software and documentation provided by VBR strictly for the internal operation of its business and only on the hardware for which it is licensed. This licence does not permit the Customer to reproduce, distribute, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on any VBR software or intellectual property. Any such actions will be considered a material breach of these Terms and may result in immediate termination of the licence and legal action. The Customer agrees to use the software in compliance with all applicable laws and not to sublicense, rent, lease, or otherwise transfer their rights to any third party without the express written consent of VBR.

15.3Branding, logos, and product identities may not be altered or removed.

16.Customer conduct towards VBR staff

16.1VBR is committed to maintaining a safe and respectful environment for its staff. Aggressive, threatening, abusive, or discriminatory behaviour—whether in person, by phone, email, or any other communication channel—will not be tolerated.

16.2VBR reserves the right to withdraw support services, delay fulfilment, or terminate any agreement if a Customer or its representative displays inappropriate conduct towards VBR personnel.

16.3In accordance with the Health and Safety at Work etc. Act 1974 and the Protection from Harassment Act 1997, VBR may report serious incidents to the appropriate authorities and pursue legal remedies where necessary.

17.Unannounced visits and warranty claim procedure

17.1Customers must not visit VBR’s Kingston office without prior appointment. Walk-ins without authorisation are strictly not permitted due to site security, health & safety, and staff availability.

17.2Replacement or repair of items—whether under or out of warranty—must be requested through the appropriate return channels (see Section 6 and 6A). No on-site exchanges or handovers will be carried out without prior written approval.

17.3VBR reserves the right to refuse service or access in the event of non-compliance with the warranty process or these Terms.

18.Miscellaneous

18.1These Terms are governed by English Law.

18.2Disputes shall be resolved by the courts of England and Wales.

18.3Any waiver or variation of these Terms must be agreed in writing.

18.4VBR may update these Terms and Conditions periodically. Continued use of products and services indicates acceptance.

19.Complaints

19.1If the Customer is dissatisfied with any Hardware, Software, Services, support, website order, invoicing, merchant-services introduction or conduct of VBR, the Customer should notify VBR as soon as reasonably practicable. The Customer should provide its organisation and contact details, relevant customer/site, order, invoice, application, merchant, terminal, licence, support or transaction reference, a clear description of the complaint, supporting evidence and the outcome sought.

19.2Complaints may be sent to support@visualbusinessretail.com with the subject “Formal Complaint”, made by telephone on +44 (0) 800 304 7543, or sent by post to: Complaints, Visual Business Retail Limited, Unit 5 Endeavour House, 2 Cambridge Road, Kingston Upon Thames, Surrey, KT1 3JU, United Kingdom.

19.3VBR will normally acknowledge a complaint within 2 working days, provide a substantive response or progress update within 10 working days for a VBR-owned matter, and issue its final response within 20 working days. If additional time is reasonably required, VBR will explain the reason and provide a revised response date.

19.4VBR may introduce or resell merchant services supplied under a separate agreement by an independent merchant-services provider and, where applicable, a relevant acquirer. Unless expressly confirmed otherwise in writing, VBR does not provide acquiring, payment processing, settlement, underwriting or chargeback decision services and is not authorised to make regulated complaint decisions on the provider’s behalf.

19.5Where a complaint concerns payment acceptance or processing, authorisation, settlement, fees under the merchant agreement, reserves, chargebacks, a merchant application decision or another matter owned by the merchant-services provider, VBR will record the complaint and refer it securely to the relevant provider as soon as practicable and normally no later than the next working day after identifying the provider-owned issue. The provider’s applicable legal, regulatory and contractual complaint timetable will apply.

19.6Where a complaint contains both VBR-owned and provider-owned issues, VBR may separate the issues for investigation. VBR remains responsible for responding to complaints about its own statements, sales conduct, application assistance, data handling, support and services, and will coordinate the provider hand-off so far as reasonably practicable.

19.7The Customer authorises VBR to share information reasonably necessary to refer and coordinate the complaint with the relevant merchant-services provider, acquirer or service partner, subject to applicable data-protection and confidentiality requirements. The Customer must not send full payment-card data, security credentials or unnecessary sensitive documents through ordinary email.

19.8If the Customer remains dissatisfied with VBR’s final response on a VBR-owned matter, it may request an internal appeal within 10 working days, stating the reasons and supplying any new evidence. The appeal will normally be reviewed by a director or senior manager not responsible for the original decision, where practicable.

19.9For a provider-owned complaint, the relevant provider will explain its review process and any applicable external escalation or redress route. VBR will not represent that it is regulated, authorised, covered by an ombudsman or a member of an alternative dispute resolution scheme unless that status has been expressly verified for VBR and the relevant activity.

19.10The complaint process, possible remedies, record handling and escalation arrangements are described in VBR’s Complaints Handling Policy at visualbusinessretail.com/compliant_policy. Nothing in this Section limits any right or remedy that cannot lawfully be limited or excluded.

19.11The Customer must continue to pay amounts that are not genuinely disputed. Raising a complaint does not automatically suspend licence fees, support charges, merchant-service charges or other contractual obligations. Each contracting party may continue to exercise rights under its own agreement, subject to applicable law.

19.12This complaint process does not prevent any party from seeking urgent legal relief or exercising termination, suspension or other contractual rights. Any proceedings remain subject to the governing-law and jurisdiction provisions of the applicable agreement.