Terms and Conditions of Business
Last updated: 01/05/2025
VISUAL BUSINESS RETAIL LIMITED is a company registered in England and Wales (company no. 05210928) with its registered address at Endeavour House, Unit 5, 2 Cambridge Road, Kingston Upon Thames, Surrey, KT1 3JU, England (Trading as VBR), and operates the websites www.visualbusinessretail.co.uk and www.vbrepos.com VBR is referred to as the “Seller”.
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. SOFTWARE LICENSING
2.1 These 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.
2.2 Any verbal discussions or representations are not binding unless confirmed in writing.
2.3 By placing an order, the Customer agrees to these Terms in full.
2.2 Any verbal discussions or representations are not binding unless confirmed in writing.
2.3 By placing an order, the Customer agrees to these Terms in full.
3. QUOTATIONS AND PRICING
3.1 Quotations are valid for 30 days unless otherwise stated. Pricing is exclusive of VAT.
3.2 Discounts or promotional pricing are subject to expiry and must be honoured within the stated period.
3.3 Travel, delivery, and additional labour charges are invoiced separately where applicable.
3.2 Discounts or promotional pricing are subject to expiry and must be honoured within the stated period.
3.3 Travel, delivery, and additional labour charges are invoiced separately where applicable.
4. ORDER ACCEPTANCE
4.1 Orders are only accepted upon written confirmation by VBR.
4.2 Once confirmed, an order cannot be cancelled or varied without written approval from an authorised officer of VBR.
4.3 VBR reserves the right to refuse any order at its sole discretion.
4.2 Once confirmed, an order cannot be cancelled or varied without written approval from an authorised officer of VBR.
4.3 VBR reserves the right to refuse any order at its sole discretion.
5. DELIVERY AND ACCEPTANCE
5.1 VBR will use reasonable efforts to meet estimated delivery dates but is not liable for delays.
5.2 The Customer must inspect the goods upon delivery and report any damage or shortage within 48 hours.
5.3 Acceptance of the delivery confirms the Customer’s agreement to these terms.
5.2 The Customer must inspect the goods upon delivery and report any damage or shortage within 48 hours.
5.3 Acceptance of the delivery confirms the Customer’s agreement to these terms.
6. WARRANTY & RETURNS
6.1 All hardware is covered by a Return to Base warranty (12 months for new items, 90 days for refurbished).
6.2 Extended 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.
6.3 Warranties do not cover misuse, accidents, unauthorised repairs, or third-party equipment.
6.4 All returns require a valid Return Merchandise Authorisation (RMA). Goods must be returned in original packaging.
6.5 No returns accepted for special-order items, configured systems, or opened software.
6.2 Extended 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.
6.3 Warranties do not cover misuse, accidents, unauthorised repairs, or third-party equipment.
6.4 All returns require a valid Return Merchandise Authorisation (RMA). Goods must be returned in original packaging.
6.5 No returns accepted for special-order items, configured systems, or opened software.
6A. LOAN EQUIPMENT DURING RTB
6A.1 In 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. 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.2 Any 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.3 The standard loan period is 30 days from delivery unless otherwise agreed in writing. Early return may be requested by VBR upon repair completion.
6A.4 If 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.5 Loan equipment is intended only to cover operational needs during the RTB repair period and is subject to availability.
6A.6 The 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.7 Additionally, 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.8 If 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
7A. MAINTENANCE AND ENHANCEMENTS
7A.1 Maintenance 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.2 Basic Enhancements are included in the annual licence. Major Enhancements (e.g. significant new features) may be subject to additional charges.
7A.3 Maintenance services exclude:
7A.1 Maintenance 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.2 Basic Enhancements are included in the annual licence. Major Enhancements (e.g. significant new features) may be subject to additional charges.
7A.3 Maintenance 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.4 Where required, VBR will assist with installing new releases and updates, and training may be provided at an additional charge.
7.1 POS Software is provided on a licensed basis.
7.2 One terminal = one licence. Licences are non-transferable and non-refundable.
7.3 The first year of the Software Licence is provided free of charge and is included as part of the initial hardware and service setup package.
7.4 From the second year onwards, each terminal is subject to an annual software licence fee of £180 plus VAT. This fee covers continued access to updates, technical support, and system maintenance services.
7.5 Customers 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.
7.6 Software misuse, tampering, or unlicensed distribution is a breach of this agreement.
7.2 One terminal = one licence. Licences are non-transferable and non-refundable.
7.3 The first year of the Software Licence is provided free of charge and is included as part of the initial hardware and service setup package.
7.4 From the second year onwards, each terminal is subject to an annual software licence fee of £180 plus VAT. This fee covers continued access to updates, technical support, and system maintenance services.
7.5 Customers 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.
7.6 Software misuse, tampering, or unlicensed distribution is a breach of this agreement.
8. SUPPORT SERVICES
8.1 Support 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.
8.2 Software 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:
8.2 Software 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.
8.2.1 The Customer must provide a detailed written description of the issue, including circumstances and supporting documentation, to allow VBR to investigate and respond efficiently.
8.3 Virus infections, malware, and Windows or third-party application errors are not covered.
8.4 Additional on-site support can be quoted separately.
8.3 Virus infections, malware, and Windows or third-party application errors are not covered.
8.4 Additional on-site support can be quoted separately.
9. TITLE AND RISK
9.1 Title 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.
9.2 Risk in the hardware passes to the Customer upon delivery to the Customer’s premises, regardless of whether payment has been made.
9.3 Hardware supplied on a rental or subscription basis remains the property of VBR and must be returned upon contract termination or expiry.
9.4 For 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.
9.2 Risk in the hardware passes to the Customer upon delivery to the Customer’s premises, regardless of whether payment has been made.
9.3 Hardware supplied on a rental or subscription basis remains the property of VBR and must be returned upon contract termination or expiry.
9.4 For 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
10.1 Late payments may incur:
- Interest at 8% above Bank of England base rate
- Reasonable administrative charges
- Suspension of services or software access
10.2 Legal recovery may be initiated for outstanding balances over 30 days.
11. INSTALLATION AND INTEGRATION
11.1 Basic setup is included unless stated otherwise.
11.2 Custom integration (e.g., with payment processors like Elavon) is chargeable at a fixed rate per terminal (£100).
11.3 The Customer is responsible for providing a stable internet connection and appropriate networking.
11.2 Custom integration (e.g., with payment processors like Elavon) is chargeable at a fixed rate per terminal (£100).
11.3 The Customer is responsible for providing a stable internet connection and appropriate networking.
12. LIABILITY LIMITATIONS
12.1 VBR 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
12.2 Total liability is capped at the total contract value for the specific order.
13. TERMINATION
13.1 Either 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
13.2 Upon termination, all outstanding payments become due.
13.3 Software licences will be revoked, and hardware under rental agreements must be returned.
14. DATA PROTECTION
14.1 The Customer is the Data Controller for all data processed via the POS System.
14.2 VBR processes data in line with the UK GDPR and the Data Protection Act 2018.
14.3 VBR may use anonymised data for system improvement purposes.
14.2 VBR processes data in line with the UK GDPR and the Data Protection Act 2018.
14.3 VBR may use anonymised data for system improvement purposes.
15. INTELLECTUAL PROPERTY
15.1 All 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.
15.2 The 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.
15.3 Branding, logos, and product identities may not be altered or removed.
15.2 The 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.
15.3 Branding, logos, and product identities may not be altered or removed.
16. CUSTOMER CONDUCT TOWARDS VBR STAFF
16.1 VBR 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.
16.2 VBR 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.
16.3 In 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.
16.2 VBR 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.
16.3 In 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
17.1 Customers 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.
17.2 Replacement 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.
17.3 VBR reserves the right to refuse service or access in the event of non-compliance with the warranty process or these Terms.
17.2 Replacement 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.
17.3 VBR reserves the right to refuse service or access in the event of non-compliance with the warranty process or these Terms.
18. MISCELLANEOUS
18.1 These Terms are governed by English Law.
18.2 Disputes shall be resolved by the courts of England and Wales.
18.3 Any waiver or variation of these Terms must be agreed in writing.
18.4 VBR may update these Terms and Conditions periodically. Continued use of products and services indicates acceptance.
18.2 Disputes shall be resolved by the courts of England and Wales.
18.3 Any waiver or variation of these Terms must be agreed in writing.
18.4 VBR may update these Terms and Conditions periodically. Continued use of products and services indicates acceptance.
*TOC will be continuously updated as and when terms changes.
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Visual Business Retail Limited
Unit 5 Endeavour House, 2 Cambridge Road, Kingston Upon Thames, Surrey, KT1 3JU, United Kingdom.
To contact by email info@visualbusinessretail.co.uk
Tel: +44 (0) 800 304 7543