In these terms, including the introduction and the Addendums, and in any Order Form, the following definitions shall apply unless the context otherwise requires:
Headings are included for convenience only and shall not affect the construction or interpretation of these terms.
Any reference to the singular shall include the plural and vice versa, and any reference to one gender shall include all genders, including the neuter gender. Any reference to a person shall, unless the context otherwise requires, include individuals, partnerships, companies, and all other legal persons.
The words include, includes, including, and included, and like words and expressions will be construed without limitation unless inconsistent with the context.
Any reference to a notice or other communication being in writing shall be satisfied by that notice or communication being sent by email, provided this is permitted by and done in accordance with clause 15 where applicable.
Any reference in these terms to law or to any statute, statutory instrument, directive, regulation, order, or other enactment shall mean the same as shall be amended, enacted, replaced, extended, modified, consolidated, or repealed from time to time.
Working days shall be all days other than Saturdays, Sundays, and public holidays in England, and working hours shall be 9am to 5pm UK time on working days.
The Customer may place orders from time to time by executing an Order Form. Once signed by both parties, an Order Form shall form a legally binding contract, subject to these terms and conditions, any applicable Addendum and the Order Form, which shall be irrevocable except on its terms.
A Subscription to a Software Services entitles the Customer to the non-exclusive right to access and use Backend Portal for its own business purposes during the term of the Subscription in accordance with these terms, and to allow Users to access it and, depending on the Software Services selected:
The right to download and use the Downloadable Apps on its devices, and to allow Users to do so; and/or
The right to configure a PWA, and to allow its Users to access and use the PWA.
The Backend Portal and any PWA is offered on a hosted basis and will be made available for the Customer and its Users to connect to via the internet in accordance with these terms. A Subscription does not give the Customer any right to a copy of the underlying Backend Portal or PWA to install on its own systems or servers.
Where the Software Services have offline functionality, it is important to be aware that the ability to use this functionality is dependent upon preparatory steps being taken at a time when the relevant device has internet connectivity, such as downloading the relevant Downloadable App or PWA, logging into it and configuring it and allowing it to synchronize with the Backend Portal. The Customer is encouraged to take these steps whether or not it intends to use the offline functionality, as this will provide protection in the event of an unexpected outage.
The Apps must be downloaded to the Customer’s or a User’s device. The Apps are to be downloaded from the applicable app store.
NOQ may from time to time make changes to the Software Services, including to improve functionality or usability, add new features, remove features it considers to be obsolete, fix errors, or address feedback received from customers. NOQ shall endeavor to minimize any disruption caused as a result of the implementation of such changes.
It may be necessary from time to time for NOQ to disable part or all of the Software Services for maintenance purposes. Where such maintenance is likely to affect the functionality or accessibility of the Software Services, NOQ shall use reasonable endeavors to provide notice to the Customer of any such maintenance and to perform it outside of working hours.
The Subscription does not include back-up services but does include the right for the Customer to export its data at any time during the term of the Subscription. NOQ strongly recommends that the Customer performs regular exports of the Customer Content during the term of the Subscription and retains them in a safe place, and the Customer agrees to do so. NOQ shall not be responsible for any losses caused as a result of the Customer’s failure to comply with this clause 3.7.
The Customer shall be fully responsible for any acts or omissions of any User or any other party accessing the Backend Portal using any User’s access credentials (whether or not with the Customer’s permission), as if such acts or omissions were the acts or omissions of the Customer. The Customer shall ensure that all Users accessing the Backend Portal are aware of the Acceptable Use Policy and all applicable terms in respect of use of Backend Portal.
The Customer shall use the Software Services only in accordance with these terms (including the Acceptable Use Policy) and all Applicable Law, and procure that all Users do the same.
The Customer shall immediately notify NOQ if it believes or suspects either that it may have breached these terms, that a User (or other person using a User’s access credentials) may have failed to comply with the Acceptable Use Policy or that any User’s access credentials for the Backend Portal may have been compromised.
NOQ shall be entitled to suspend the Software Services (or any part thereof) for any or all Users without liability to the Customer immediately and without notice or to take such action as it may in its discretion think appropriate if it reasonably believes:
If the Customer has any queries as to how to use the Software Services, it should consult the Order Form and Documentation.
Should the Customer be unable to resolve its issue by means of reading the Documentation, it may submit a request for support by contacting NOQ using the details in the schedule (a Support Request). All Support Requests shall be dealt with in accordance with the provisions of the schedule.
If NOQ considers that the issue reported is caused by a material error in the Software Services, it will deal with such report in accordance with clause 7.2.
Save where clause 4.3 applies, NOQ reserves the right to charge for any professional support provided (see the Professional Support Addendum).
Where the Order Form includes implementation services, any timescales provided for implementation are estimates and time shall not be of the essence in delivering implementation support.
If the Customer experiences any issues with the implementation services, the Customer will promptly notify NOQ, and NOQ will, as the Customer’s sole and exclusive remedy, re-perform the implementation services (or the affected part) at no additional charge. If the Customer does not notify NOQ of any issues within 5 working days of NOQ delivering the implementation services, the services will be deemed to be accepted.
For the avoidance of doubt, the implementation services are intended solely to assist with the initial configuration of the Software Services and will, in any case, be deemed complete once the Customer has put the Software Services into live use. If any further consultancy is required after the Software Services have been put into live use, this will be provided at NOQ’s then current rates for consultancy services (details of which are available on request).
Authorised Users are as follows:
For the Backend Portal and any Downloadable App intended for internal use, employees, contractors, and representatives of the Customer.
For any PWA and any Downloadable App intended for the use of the customer’s own customers, any customer or prospective customer of the Customer.
For the Backend Portal and any Downloadable App intended for internal use:
The Customer shall, and shall procure that each User shall, keep all access credentials for Backend Portal confidential and secure.
Users shall be permitted access only to the extent that they are using Backend Portal for the Customer’s business purposes.
In no circumstances shall the Customer permit any party other than an authorised User to access the Backend Portal or Downloadable App using its Subscription.
Without prejudice to its other rights or remedies, NOQ may suspend any User account at any time where it reasonably believes that the acts or omissions of such User have caused or are likely to cause the Customer to breach these terms, that the User account has been used by multiple people or reallocated contrary to clause 5.1, or that the User is not a person who is eligible to use the Backend Portal as part of the Customer’s Subscription.
The Customer may permit Sub-Vendors to utilize the Software Services and, where applicable, Additional Products, in respect of their operations at the Customer’s venue(s).
All Sub-Vendors must accept NOQ’s sub-vendor terms and conditions as a pre-condition to being able to access and use the Software Services and Additional Products. NOQ will have no liability to the Customer in respect of any Sub-Vendor who fails to accept the sub-vendor terms and conditions.
NOQ reserves the right to remove or suspend any Sub-Vendor at any time if it reasonably believes that the Sub-Vendor is not complying with the sub-vendor terms and conditions.
Notwithstanding clause 6.2, the Customer will be fully legally responsible for the proper use of the Software Services and Additional Products by a Sub-Vendor, and any act or omission of the Sub-Vendor (or any of its Users) will be treated as an act or omission of the Customer (or of its Users) for the purposes of these terms and conditions.
NOQ warrants that the functionality of Software Services will substantively conform to the Documentation. NOQ will use reasonable endeavors to ensure that Software Services are available for the use of all Users during working hours.
By the nature of the Software Services, NOQ cannot warrant that they will be entirely error-free. However, NOQ shall use its reasonable endeavors to remedy any material error reported by the Customer as soon as reasonably and commercially practicable following such report. In the event that the Customer does experience issues with the Software Services, it shall report the problem using the procedure set out in the Documentation, and the Customer agrees that this clause 7.2 shall be its sole and exclusive remedy for any problems or deficiencies with the Software Services.
To get the most out of the Backend Portal and any PWA, Users will need to access them via a Compatible Browser. The Backend Portal and PWA may be accessible via other web browsers or via earlier versions or differently configured versions of the Compatible Browsers, but in these cases, functionality may be limited. NOQ gives no warranty as to the accessibility or functionality of the Backend Portal or any PWA when it is being accessed other than via a Compatible Browser.
Downloadable Apps must be downloaded from the applicable App Store onto a Compatible Device. The Customer accepts and acknowledges that not all potential Users may have Compatible Devices (or continue to have Compatible Devices) and that NOQ has no responsibility for Users being unable to use a Downloadable App due to a lack of a Compatible Device. The Customer is responsible for ensuring the latest version of the Downloadable App is downloaded onto each Compatible Device.
Where the Customer wishes to make any use of the online functionality of any of the Software Services or to access the Backend Portal, the Customer acknowledges that this will require the use of a reliable internet connection, meeting at least the minimum requirements set out in the Documentation. NOQ cannot be responsible for any issues experienced as a result of accessing (or being unable to access) the online functionality or Backend Portal due to not having access to a reliable internet connection.
The Customer warrants that:
all information and documentation provided by it in relation to the Subscription or any Software Services it orders is true, complete, and accurate; and
it will obtain and maintain all necessary licenses, consents, and permissions (including from any third-party network and/or hardware or software provider) to enable it to use the Software Services.
If NOQ’s employees, consultants, or agents are required to attend the Customer’s venue (or any other venue the Customer may request that they attend) in connection with any Software Services or other deliverables ordered by a Customer, the Customer shall take responsibility for the health and safety of any such individual, including ensuring that they are made aware of any relevant policies and procedures and that they are not placed in danger in any manner.
All rights, title, and interest (including Intellectual Property Rights) in the Software Services and any Additional Products shall (as between NOQ and the Customer) belong to NOQ, and nothing in these terms shall operate to transfer any such rights to the Customer.
Subject to clause 8.3, the Customer acknowledges that to the extent it acquires any rights in any of the Software Services and/or any Additional Products, it hereby assigns such rights absolutely (by way of present assignment of future rights) to NOQ. Where applicable, the Customer shall be entitled to use such parts of the Software Services and/or Additional Products in accordance with its Subscription.
The Customer shall retain all rights in the Customer Branding and Customer Content. The Customer grants NOQ a non-exclusive royalty-free license to use such Customer Branding and Customer Content for the purposes of providing the Software Services and any Additional Products and, in the case of the Customer Branding, in publicity material.
NOQ warrants that use of the Software Services and Documentation in accordance with these terms will not infringe any Intellectual Property Rights subsisting in the UK belonging to a third party.
Without prejudice to clause 8.4, where NOQ becomes aware of any claim or potential claim that Software Services or the Documentation infringes any Intellectual Property Rights of any third party, NOQ may, at its option:
8.5.1 suspend access Software Services (or the affected part) and/or withdraw the Documentation;
8.5.2 modify the Software Services and/or the Documentation to remedy the infringement; and/or
8.5.3 terminate the Customer’s Subscription.
Where the provision of the Software Services is suspended or terminated pursuant to clause 8.5, NOQ shall make a pro rata refund to the Customer calculated by NOQ (acting reasonably) based on the proportion of the Software Services not received and the period over which it was not received.
The Customer shall indemnify and keep indemnified and hold NOQ harmless from and against any losses, claims, damages, liability, costs (including legal expenses and other professional fees), and expenses incurred by or awarded against NOQ as a result of or in connection with NOQ’s use of the Customer Content and/or Customer Branding in accordance with these terms infringes the Intellectual Property Rights of any third party subsisting in the United Kingdom.
The Fees shall be payable in accordance with the terms specified in the Order Form (and the applicable Addendum, if any).
Where and to the extent that any part of the services are provided from any location other than NOQ’s own premises, the Customer shall be responsible for all and any reasonable expenses incurred by NOQ.
All invoices for Fees and expenses are payable within 30 days of the date of the invoice.
All Fees are exclusive of VAT which is chargeable in addition at the prevailing rate. VAT shall also be payable on expenses where applicable.
NOQ shall be entitled to review the Fees from time to time. Should NOQ make any changes to the Fees, such changes shall take effect from the next payment date following the revised fees coming into effect, provided that NOQ has notified the Customer of the change not less than 14 days prior to such date.
NOQ may suspend the Software Services without liability if any amount due to it from the Customer is not paid by the due date and may maintain such suspension until all outstanding sums due to NOQ from the Customer have been paid. This does not affect the liability of the Customer to pay the Fees during any period of suspension.
All amounts due to NOQ shall be paid by the Customer to NOQ in full without any set-off, counterclaim, deduction, or withholding.
The Subscription shall commence on the date specified in the Order Form for commencement, and shall continue until the end of the period specified in the Order Form (the Initial Term), unless and until terminated by either party in accordance with this clause 10 or the applicable Addendum(s).
Following the expiry of the Initial Term, the Subscription shall continue on a one-calendar month rolling basis from the end of the Initial Term unless or until either party provides the other with written notice at least 14 days prior to the end of the calendar month in relation to which the party serving the notice wishes the Subscription to end (and accordingly provided the requisite notice has been given, these Terms will end on the last day of the calendar month in which the notice in question was served).
The Customer may terminate the Subscription prior to the end of the Initial Term subject to payment of the Early Termination Fee set out in the Order Form.
NOQ may also terminate the Subscription at any time on not less than one month’s written notice to the Customer.
NOQ may terminate the Subscription immediately on written notice if the Customer:
In the event of termination of an agreement for any reason:
The termination of an agreement shall not affect the continuation of any terms which are expressly or implicitly intended to survive termination, including clauses 8, 10, 11, 11, 12, 15, and 16, or the continuation of any other agreements.
Each party undertakes that it shall keep the other party’s confidential information confidential and shall not at any time:
For the purposes of this agreement, a party’s confidential information is any know-how, trade secret, documentation or information (whether commercial, financial, technical, operational or otherwise) relating to its business, affairs, operations, processes, intentions, customers or suppliers and which is either marked as “confidential” or which the other party was or ought reasonably to be aware was of a confidential nature, save that this clause 11 shall not apply to any information that the receiving party can demonstrate:
A party may disclose the other’s confidential information where and to the extent it is required to do so under operation of law, by court order or by any regulatory body of competent jurisdiction provided that, except where legally prohibited from doing so, it must:
Each party shall be entitled to divulge the other party’s confidential information to its employees, agents, directors, officers, authorised sub-contractors, professional advisors and consultants who have a need to know the same in connection with this agreement, provided that the receiving party shall ensure that such persons are aware of, and shall procure that such persons comply with, these obligations as to confidentiality.
Each party agrees that, in the performance of its respective obligations under an agreement, it shall comply with the provisions of the UK GDPR, together with the Data Protection Act 2018 and any other law applicable to the protection of personal data in effect from time to time (together, Data Protection Legislation), in each case to the extent it applies to each of them. Where used in this clause 12, the expressions data subject, personal data, personal data breach and process bear their respective meanings given in Data Protection Legislation.
NOQ is expected to process personal data on the Customer’s behalf for the purposes of providing the Software Services and/or Additional Products and otherwise fulfilling its obligations under the agreement. The types of personal data that NOQ is expected to process on the Customer’s behalf include name, email address, phone number, date of birth, address, payment card details and details of purchases relating to employees, customers and potential customers of the Customer.
Where NOQ processes personal data on the Customer’s behalf under or in connection with an agreement, it shall do so only in accordance with the terms of the agreement and the Customer’s documented instructions (unless otherwise required by law or a regulatory body in which case NOQ shall, where permitted, inform the Customer of that legal requirement before processing).
The Customer warrants that:
Where NOQ processes any personal data on the Customer’s behalf under or in connection with an agreement it shall:
The Customer authorises NOQ to engage sub-processors from time to time provided that NOQ shall notify the Customer of any intended changes concerning the addition or replacement of sub-processors and shall impose upon any sub-processor (and procure any sub-processor’s compliance with) the terms of this clause 12 as if the processing being carried out by the sub-processor was being carried out by NOQ (and NOQ shall be liable for the acts and omissions of such sub-processors as if they were NOQ’s own acts and omissions).
From time to time during the term of an agreement NOQ shall (upon written request from the Customer):
NOQ shall process personal data on the Customer’s behalf only during the term of an agreement (and following termination to the extent required to perform any post termination obligations). On the termination or expiry of any part of an agreement as a whole, NOQ shall either delete or return all personal data processed on the Customer’s behalf in connection with the applicable Software Service(s) or Additional Product(s), and delete any copies (except to the extent retention is required by law or for record-keeping purposes).
The Customer agrees that it will comply with any marketing preferences indicated by its customers through the Software Services.
For the avoidance of doubt, nothing in this clause 12 or otherwise in these terms relieves either party of its own direct responsibilities and liabilities under Data Protection Legislation.
The Customer shall indemnify and hold NOQ harmless from and against all costs, claims, damages, liabilities, loss and demands relating to or arising from or in connection with:
The Customer acknowledges and agrees that NOQ shall not be liable for:
In the event that the Customer’s device loses connection to NOQ’s servers for any reason (whether this is due to an issue with connectivity at the Client’s end or whether it is due to a fault with NOQ’s servers), the Customer should immediately switch to offline functionality, which will allow the Customer to continue taking cash payments and, in some cases, card payments. NOQ will not be responsible for any losses suffered as a result of the Customer’s failure to utilise the offline functionality (or inability to do so due to failure to take the steps set out in the clause 3.3).
The express terms set out in this document are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
Save as provided by clause 13.6 below:
Nothing in these terms shall limit or exclude NOQ’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, and/or for any other loss or damage the exclusion or limitation of which is prohibited by English law.
NOQ may set off any amounts owed to the Customer under any agreement (or otherwise) against any amounts it owes the Customer under any agreement (or otherwise), including (without limitation) any costs it incurs as a result of any Chargebacks or Refunds.
NOQ shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by events outside its reasonable control (a Force Majeure Event).
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond NOQ’s reasonable control and includes in particular (without limitation), terrorist attack or threat of terrorist attack, war, threat or preparation for war, fire, malicious damage, epidemic or pandemic, storm (including lightning strike), flood, or other natural disaster or adverse weather, industrial action or other shortage of available staff, impossibility of the use of telecommunications networks, or interruption or failure of utility service, malicious activity against NOQ’s computer systems such as computer virus or denial of service attack, other illegal or unlawful actions of third parties, acts or omissions of other customers and/or their users or non-performance by suppliers, subcontractors or agents and the acts, decrees, legislation, regulations, policy or restrictions of any government or public authority.
Where the Force Majeure Event affects NOQ’s ability to deliver the Software Services or Additional Products, the Customer accepts that the Software Services or Additional Products may be unavailable or restricted during the continuance of the Force Majeure Event. NOQ shall use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations may be performed despite the Force Majeure Event.
Each notice given under or in relation to an agreement governed by these terms must be in writing, must clearly state the full corporate name of the Customer and must be either delivered by hand or sent by pre-paid first class post to the recipient’s nominated address, or sent by email to the recipient’s nominated email address.
NOQ’s nominated address for notices is NOQ Limited, 38 Mira House, London, E20 1AA, and its nominated email address is email@example.com. The communication must be marked for the attention of Param Kanabar, CEO.
The Customer’s nominated postal address and email address for notices shall be deemed to be as set out in the most recent Order Form submitted to and accepted by NOQ.
Each party may update its nominated contact details by notice to the other from time to time.
A notice shall be deemed to have been received (a) in the case of a delivery made in person, when delivered, (b) in the case of first class post, two working days after posting, or (c) in the case of email, at the time of sending if between 9am and 4:30pm on a working day, at 9am on that day if sent before 9am on a working day or otherwise at 9am on the next working day (provided in each case that no email delivery failure notification is received).
This clause 15 does not apply to the service of legal proceedings or other documents in any legal action.
These terms, the completed Order Form and the applicable Addendum(s) constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, written or oral, relating to its subject matter. Each party acknowledges and accepts that, in entering into an agreement subject to these terms it has not relied upon any representation, undertaking or promise except as set out in these terms.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to an agreement does not constitute and shall not be construed as a waiver of such term or right, remedy, power or privilege and shall in no way affect either party’s right later to enforce or exercise it, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to an agreement shall not in any way affect the remaining provisions or rights, which shall be construed as if such invalid or unenforceable part did not exist.
The Customer may not assign, transfer, sub-contract or otherwise part with its Subscription or right to receive the Software Services or Additional Products or any right or obligation under an agreement with NOQ without NOQ’s prior written consent.
NOQ may amend these terms from time to time by notice to the Customer. The revised terms shall take effect on such date as NOQ may nominate, provided that such date must not be less than 30 days from the date of the notice save where the change is required by law to take place earlier.
Nothing in these terms shall confer any rights upon any person who is not a party to the agreement, whether under the Contracts (Rights of Third Parties) Act 1999.
Any agreement entered into pursuant to these terms (including any associated non-contractual disputes or claims) is governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with such an agreement.
In this Addendum the following definitions shall apply (additional to those given in the terms and conditions) unless the context otherwise requires:
The Customer can elect to either purchase the Hardware or lease the Hardware.
Where Customer has chosen to purchase Hardware (as indicated in the Order Form):
Where the Customer elects to lease the Hardware from NOQ, ownership of the Hardware shall remain with NOQ at all times and the Customer shall:
The Hardware shall be delivered to the address and on the delivery date specified in the Order Form. NOQ shall use reasonable endeavours to meet the delivery date, but any such date shall be an estimate only.
Shipping costs will be additional and payable by Customer as set out in the Order Form.
Customer agrees to ensure that the specified delivery location is suitable for receipt of the Hardware, including that it is sufficiently accessible by delivery vehicles and that there will be an appropriate representative present at the delivery location at all times during working hours to accept delivery of the Hardware and sign the proof of delivery documentation.
Risk in the Hardware shall pass to Customer on delivery (or, if NOQ attempts to make delivery but is unable to do so, at the time of first attempted delivery).
Where the Customer chooses to purchase the Hardware upfront, NOQ shall invoice the Customer for the Hardware Fees upon execution of the Order Form.
Where the Customer chooses to lease the Hardware, the Customer shall pay the Hardware Fees by direct debit monthly in advance on the date specified in the Order Form.
In the event the Customer fails to pay the Fees, NOQ shall be entitled to (a) suspend the Customer’s right to use the Hardware, (b) suspend any Software Services or other Additional Products it is providing to the Customer and/or (c) repossess the Hardware as set out in paragraph 8. The Customer will in any case be required to continue paying any Fees and Hardware Fees in full.
Customer shall inspect the Hardware within 7 days of delivery (the Acceptance Period) and in the event of any defect or other deficiency, shall immediately notify NOQ accordingly. NOQ shall repair or replace the affected items of Hardware as soon as reasonably possible, which shall be the Customer’s sole and exclusive remedy.
Each item of Hardware shall be treated as accepted if the Customer fails to notify NOQ of any defect or other deficiency on the expiry of the Acceptance Period.
Each item of Hardware shall, where applicable, be supplied together with the benefit of any manufacturer warranty which is offered in respect of that Hardware.
NOQ does not offer any additional or extended warranty in respect of the Hardware and all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law. Once the Hardware has been accepted in accordance with paragraph 4 of this Addendum) any claim whatsoever relating to the Hardware shall only be capable of being made directly with the manufacturer in accordance with the warranty terms.
All leased Adyen Hardware will benefit from Ayden’s Terminal Recovery Service (the TRS), the terms of which are available at https://www.adyen.com/legal/schedule-payment-terminal-services#terminal-replacement-service. The Customer acknowledges and agrees that the TRS is provided directly by Ayden and NOQ shall have no liability in relation to such.
If any issue occurs with the leased Hardware which is covered by the manufacturer warranty or TRS, the Customer should make a claim under the relevant scheme and obtain a repair or replacement as soon as reasonably practicable and, for the avoidance of doubt, any replacement Hardware provided will belong to NOQ and be treated as the leased Hardware.
If the leased Hardware is lost, stolen, damaged or becomes defective in any way that is not covered by the manufacturer warranty or TRS, then NOQ shall be entitled to invoice the Customer for the full replacement value of the leased Hardware. The Customer shall pay such amounts within 30 days of the date of the invoice.
Except as provided by paragraph 5.1 (or where prevented from doing so by Applicable Law), NOQ hereby excludes any and all liability in respect of the provision of the Hardware to the Customer.
Upon the termination of the lease for any reason, NOQ shall be entitled to retake possession of any leased Hardware. The Customer shall immediately cease use of the Hardware and shall at NOQ’s option either:
If Customer fails to comply within a reasonable timeframe with a request from NOQ under clause 8.1 of this Addendum, NOQ shall be entitled to invoice the Customer for the list price for the Hardware.
NOQ may also retake possession of Hardware if:
The rights set out in this paragraph 8 of this Addendum are without prejudice to any other rights or remedies NOQ may have.
In this Addendum the following definitions shall apply (additional to those given in the terms and conditions) unless the context otherwise requires:
Card Processing Fees – the Fees payable in respect of the payment processing, as set out in the Order Form.
The payment processing solutions are provided in conjunction with authorised third party payment gateways and payment service providers. At no point in a transaction does NOQ hold transaction data (including PCI-DSS information) or any funds belonging to either the Customer or a Payment Services User.
NOQ shall provide the Customer with the payment processing option(s) detailed in the Order Form.
All transactions are subject to a maximum limit of £500.
Where split payment functionality is enabled, the Customer must input any split payment shares via the NOQ portal. NOQ is not liable to the Customer or any third party for any errors made by the Customer in inputting any split payment shares and the Customer agrees to indemnify NOQ against any third party claims arising from the Customer’s use of the payment processing solution’s split payment functionality.
Customers may specify which payment instruments are accepted via the NOQ portal. If a Customer decides not to accept a specific type of payment instrument (for example, American Express) then NOQ is not liable for that type of payment instrument not being accepted.
Where offline payment functionality is enabled, the Customer accepts all risks relating to its use of offline payments, including but not limited to the fact that such payments may be fraudulent or that the Payment Service User may have insufficient funds available to complete the transaction, or that the particular payment instrument used is not supported. NOQ is not liable for any losses suffered by the Customer as a result of it accepting offline payments.
Unless otherwise stated in the Order Form, payment transaction settlement times are Transaction Day + 2.
The Customer shall pay the Card Processing Fees to NOQ in accordance with the terms specified in the Order Form.
The Card Processing Fees shall be based on the estimated annual card turnover of the Customer. In the event that the actual annual card turnover is less than what was estimated in the Order Form, NOQ shall have the right to invoice the Customer for the difference between the Card Payment Fees specified based on the Customer’s estimated annual card turnover, and the rates that the Customer would have incurred based on the actual annual card turnover.
Unless otherwise stated in the Order Form, a Bank Authorisation Fee of 4p per transaction will be charged (in addition to the Card Processing Fees).
The Customer is liable to NOQ for all Chargebacks and Refunds – including any transaction fees associated with NOQ executing any Chargeback or Refund.
In the event that a Chargeback request is received by NOQ, the Customer may either:
The Customer shall promptly provide NOQ with all relevant information relating to a disputed Chargeback so as to enable NOQ to dispute the Chargeback on the Customer’s behalf.
In the event that NOQ is successful in defending a Chargeback request then the Chargeback amount and associated transaction fees will be unblocked from the Customer’s balance.
In the event that NOQ is unsuccessful in defending a Chargeback request then NOQ will process the Chargeback according to the Scheme Rules and will deduct the Chargeback amount, associated transaction fees.
For the avoidance of doubt, NOQ shall retain the £50 administration fee regardless of the outcome of a disputed Chargeback.
NOQ excludes any liability for any failure, delay or decision of a third party payment gateway or payment services provider, or any processing of a transaction carried out by a third party payment gateway or payment services provider.
In this Addendum the following definitions shall apply (additional to those given in the customer agreement) unless the context otherwise requires:
Subject to payment by Customer of the Professional Services Fees, NOQ will make available NOQ Superuser(s) and NOQ Assistant(s) to provide the Professional Support to the Customer.
Depending on the nature of the Professional Support being provided, the same may be provided either remotely or on-site.
The Customer will fully cooperate with NOQ and ensure it provides to NOQ without charge any reasonable information or facilities NOQ may request to enable it to discharge it obligations in accordance with this Addendum, including securing remote access to Customer’s relevant computer systems (and NOQ will comply with Customer’s reasonable pre-notified security policies and procedures in such circumstances).
The Customer shall pay the Professional Support Fees to NOQ in accordance with the terms specified in the Order.
In the event NOQ schedules the delivery of Professional Support, and the Customer wishes to change such dates, NOQ may apply additional fees as notified to the Customer by NOQ.
NOQ shall invoice the Customer for the Professional Support Fees as they fall due. Where any additional fees, charges or expenses are incurred, NOQ shall be entitled to invoice the Customer for such amounts at any time after the date on which they are incurred.
Unless otherwise stated in the Order, all Professional Support shall be provided on a time and materials basis.
Customer will also be responsible for NOQ’s reasonable expenses including travel, accommodation, subsistence and other related expenses incurred by its personnel in performing the Professional Support elsewhere than at its premises. These rates are specified in the Order. The Customer will pay at the time specified in the Order or, if not so specified, monthly in arrears.
NOQ warrants that it will perform the Professional Support with reasonable skill and care. In the event of a breach of this warranty, NOQ shall at its option either (a) re-perform the Professional Support (or the affected part)
All Support Requests must be submitted either by telephone or Whatsapp (+447830374036), email (firstname.lastname@example.org), or via the NOQ website.
Support is provided by NOQ’s support team during the hours of 9am and 6pm Monday to Friday.
Every Support Request submitted will be recorded and allocated a Ticket Number.
Every Support Request submitted will be submitted to the NOQ customer support team, who will review the ticket and ensure it contains all the necessary information for proper categorisation and resolution. If any information is missing or unclear, they may contact the user for clarification. After a ticket is reviewed, the agent will flag the ticket as either “Product Support” or “General Enquiry”. “Product Support” tickets are related to issues with the product or service, while “General Enquiry” tickets involve questions or concerns not directly related to a specific NOQ product issue.
Tickets flagged as “Product Support” are assigned to a NOQ customer support technician, who is responsible for assessing the issue and determining the appropriate priority level.
To ensure a thorough understanding of the issue and its impact before categorising the ticket based on severity, the following steps will be performed:
This priority will be defined after acting reasonably and following the below guidelines:
A High Priority ticket typically involves critical issues that severely impact the customer’s ability to process transactions, or access essential features of the system. These issues can cause significant business disruption and revenue loss for the customer.
High Priority tickets:
A Medium Priority ticket typically involves issues that cause partial disruption to the customer’s business operations but do not have a severe impact on their ability to process transactions or manage their business. In most cases, a workaround is available for these issues, allowing the customer to continue their operations while the problem is being resolved.
Medium Priority tickets include:
NOQ will use reasonable endeavours to respond to and resolve all product support incidents (or provide a workaround as it considers appropriate) within certain timescales.
NOQ will use reasonable endeavours to ensure that the NOQ Services have 98.5% uptime, 24 hours a day, seven days a week. Downtime is indicated when there are high priority tickets that need to be addressed and until resolved that will indicate a downtime. If the downtime then is determined to be related to third-party, non-NOQ services, this will not be attributable to NOQ’s provision of services and uptime metric.
NOQ’s ability to provide support relies on the Customer making a full and detailed report of the particular issue being experienced, sufficient for NOQ to reproduce the issue (where applicable) and to identify the cause. Where the initial support request submitted by the Customer is insufficiently detailed, NOQ shall request clarification from the Customer and the resolution target time shall run from the point at which a sufficiently detailed response is received.
Once a support request has been submitted, the Customer must fully cooperate with NOQ to assist in resolving the issue. Should the Customer not promptly respond to any query raised by NOQ, the time for resolving the issue shall be deemed suspended until an appropriate response is received.
The support offered by NOQ does not cover:
In the event that the Customer requests any support of a type described in paragraph 5.1, NOQ may provide the requested support at its discretion but shall be entitled to charge for such support at its then current day rates and in accordance with the Professional Services Addendum. These charges may be imposed retrospectively where NOQ provides support without first notifying the Customer of the additional charges, for example in an emergency or where it only becomes clear that the services provided fall within paragraph 5.1 following the services being provided.