The specific terms defined in this schedule 9 (clause 1.1) will be more important than any conflicting terms defined in the glossary. Remember, these defined terms in this schedule 9 only matter here and won't affect the glossary's meanings.  

In case the rest of the bold terms are unfamiliar to you, a comprehensive glossary is available for reference here. The glossary provides explanations and definitions for better understanding of the terms used throughout the schedules.

1. DEFINITIONS AND INTERPRETATION

1.1. In this schedule 9, the words and phrases set out below have the meanings shown wherever they appear in bold type.

2.1. This schedule 9 forms part of the agreement between you and us. It replaces any previous terms and conditions relating to you buying goods from us.

2.2. Each order you place is an offer to buy the goods under the terms of the agreement. We do not have to accept an order.

2.3. If we cannot accept an order, we will tell you in writing as soon as reasonably possible.

2.4. When you place an order, your offer to buy will stay in effect for three business days and we can accept it at any time during that period. After three business days, your offer to buy will automatically end, but you cannot withdraw it before that time.

2.5. If we decide to accept your order, we will not be obliged to supply the goods until:

2.5.1. we provide you with written acceptance of the order; or

2.5.2. we dispatch the goods or tell you that they are available for you to collect (as the case may be),

whichever Is earlier.

2.6. We may give you quotations for goods from time to time. Quotations are invitations for you to buy goods. They are not an offer from us to supply the goods. If you decide to place an order in response to a quotation, we are not obliged to accept that order.

2.7. Marketing and other promotional material relating to the goods does not form part of the agreement.

3. PRICE

3.1. The price of the goods will be as set out in the merchant application form or the order, or the price we tell you before you place your order.

3.2. The price stated for the goods does not include the following (which will be payable by you in addition, where applicable):

3.2.1. Postage and packing.

3.2.2. Delivery charges.

3.2.3. Transport costs.

3.2.4. Insurance.

3.2.5. VAT and all other related charges or taxes.

3.2.6. Elements of the goods which are stated as not being included in the standard price and are charged for separately.

3.3.We may increase the price of the goods straightaway if the direct cost of us supplying them increases by more than 10% for any reason beyond our control. We will tell you about the increase in writing. We can increase the price of the goods at any other time, and for any other reason, by giving you at least 15 business days’ notice in writing.

4. PAYMENT

4.1. We will invoice you for the goods at any time after we accept your order. Any invoice we send you could be for all or some of the price of the goods and may include the additional charges referred to in clause 3.2 above.

4.2. Unless the merchant application form or the order says otherwise:

4.2.1. you must pay the full amount of each invoice, without any deduction; and

4.2.2. payment for the invoice must reach our bank account, as shown in the invoice, within 10 business days of the date of the invoice.

4.3. If we do not receive full payment of an invoice, in cleared funds, within 10 business days of the date of the invoice, the following will apply:

4.3.1. We may charge interest on overdue amounts at 9% a year above the base rate, as set by the Bank of England, that applies at the time.

4.3.2. We will charge interest on a daily basis from the due date shown in the invoice until we receive full payment, even if that is after any court order or judgment we may get against you.

5. CREDIT LIMIT

5.1. We may set and change credit limits from time to time. If you go over your credit limit we may withhold goods or reject orders.

6. DELIVERY

6.1. We or our nominated carrier will deliver the goods to the delivery address specified in the merchant application form or order (as appropriate).

6.2. The goods will be considered to be delivered when they arrive at the delivery address specified in the merchant application form or order (as appropriate).

6.3. We may deliver the goods in instalments. Any delay or mistake in an instalment does not entitle you to cancel any other instalment, or to cancel the order.

6.4. You cannot reject a delivery of the goods just because an incorrect volume or quantity of the goods has been supplied.

6.5. Deliveries of goods will be accompanied by a delivery note stating:

6.5.1. the date of the order;

6.5.2. the product numbers, type and quantity of the goods delivered; and

6.5.3. any special instructions for handling the goods.

6.6. We will do our best to meet the delivery dates specified in the merchant application form or order, but cannot guarantee this.

6.7. We will not be liable for any delay in delivering the goods, or failure to deliver the goods, as a result of any of the following:

6.7.1. Us or our nominated carrier not having access to the delivery address.

6.7.2. You not preparing the delivery address ready for delivery of the goods.

6.7.3. You failing to give adequate instructions for delivering the goods.

6.7.4. Events or circumstances beyond the reasonable control of us or our nominated carrier.

6.8. If you fail to accept delivery of the goods, we will store and insure them until they are delivered, and you must pay all storage and insurance charges at our rates that apply at the time.

6.9. If you do not accept delivery of the goods, or collect them (as appropriate), within 10 business days of the delivery date specified in the merchant application form or order, we may resell or otherwise dispose of the goods. If we do so, we will have no obligation or liability to you, except to:

6.9.1. deduct all storage charges (at our rates that apply at the time) and reasonable costs of resale; and

6.9.2. return to you any excess we receive above the price you paid for the goods.

6.10. If we resell or otherwise dispose of the goods as set out in clause 6.9 above and we do not recover the cost to us of the goods, we may invoice you for the shortfall. The terms in clauses 4.2 and 4.3 will apply to that invoice.

7. RISK

7.1. Risk in the goods will pass to you once they have been delivered. This means that you become legally responsible for looking after them, how they are used, and the consequences of them being used (including if there is any damage to, or loss of, the goods).

8. TITLE

8.1. Title to (ownership of) the goods will pass to you once we have received full payment, in cleared funds, for them.

8.2. Once the goods have been delivered, until title to them has passed to you, you must do the following:

8.2.1. Hold the goods without actually owning them.

8.2.2. Take all reasonable care of the goods and keep them in the condition they were delivered in.

8.2.3. Insure the goods against loss and damage: 

8.2.3.1. with a reputable insurer; and 

8.2.3.2. for an amount at least equal to their price. 

(Our ownership of the goods must be noted in the policy schedule or certificate.)

8.2.4. Make sure that the goods are clearly identifiable as belonging to us.

8.2.5. Not remove or alter any logo or identifying mark on, or on the packaging of, the goods.

8.2.6. Tell us immediately if any event or circumstance set out in clauses 19.7 schedule 1 has arisen or are likely to arise.

8.2.7. Allow us to inspect the goods during your normal business hours (as long as we have given you reasonable notice) and provide us with any information about the goods that we ask you for at any time.

8.3. If we give you permission in writing, you may use or resell the goods in the ordinary course of your business, unless you know (or should reasonably be expected to know) that an event specified in clause 19.7 of schedule 1 has arisen or is likely to arise.

8.4. If you resell the goods as allowed under 8.3, ownership of the goods will pass to you immediately before the sale, so we will not be liable for the goods.

8.5. If, at any time before ownership of the goods passes to you, you tell us (or we reasonably believe) that any event specified in clause 19.7 of schedule 1 has arisen, or is likely to arise, we may require you to return the goods to us, at your expense. If you fail to do this as soon as reasonably possible, we can enter any premises where the goods are stored and repossess them.

9. DEFECTIVE ON ARRIVAL AND WARRANTY

9.1. The goods will be considered to be 'defective on arrival' (also referred to as ‘dead on arrival’) if the software in the goods fails to initialise when the goods are connected to an appropriate power source and switched on.

9.2. If, during a period of 90 days from the date the goods are received by our nominated carrier, the goods are found to be ‘defective on arrival’ (as set out in clause 9.1 above), you can return them to us (at our expense). If we find that the goods were not ‘defective on arrival’, you must pay or refund the costs of returning them to us.

9.3. When we receive the goods returned to us under clause 9.2, we will carefully examine them. We will repair or replace the goods (whichever we see fit, and at our expense) if our examination proves to us that all of the following are true:

9.3.1. The goods were ‘defective on arrival’.

9.3.2. The goods had not been incorrectly stored, installed or tested by you. 

9.3.3. You had not tried to maintain, repair or modify the goods. 

9.3.4. You had not been negligent or misused the goods (including using them with any product, equipment, device or software not supplied or approved in advance by us).

9.3.5. The goods had not been involved in any accident, fire or other damaging incident.

9.4. The repaired or replacement goods will be covered by the warranty only for the remainder of the basic warranty period for the original goods.

9.5. The goods are covered by a basic 12-month warranty, starting on the date they are delivered. During the period of that warranty, the repaired goods or replacement goods will be:

9.5.1. the same as or equivalent to the goods specified in the order and the specification; and

9.5.2. free from faults in design, material and workmanship (other than any minor faults which do not affect the use or functioning of the goods).

9.6. When you place your order for the goods, you can buy an extended warranty for the payment terminals. The extended warranty will start on the date that the basic warranty ends. The extended warranty can be for up to nine months.

9.7. If, during the warranty period (basic or extended), any goods do not meet the standards set out in 9.5 above, we will repair or replace the goods as long as you do the following:

9.7.1. Give us written notice of the fault during the warranty period (basic or extended) or, if the fault could not have been identified by a physical inspection, within one month from the date you became aware (or should reasonably have become aware) of the fault.

9.7.2. Give us sufficient information about the nature and extent of the fault and how the goods had been used before the fault arose.

9.7.3. Give us a reasonable opportunity to examine the faulty goods, or return the faulty goods to us, at our expense.

9.8. The terms and conditions in this schedule 9 will apply to any repaired or replacement goods, from the date the repaired goods or replacement goods are delivered to you.

9.9. If we replace the goods and, in our reasonable opinion:

9.9.1. the warranties set out in clause 9.5 were not broken; or 

9.9.2. the goods are faulty due to any reason set out in clause 9.3, 

then you must pay us, if asked, the replacement value (calculated by us) of the goods.

9.10. If we replace the goods, the replacement goods may not be new and may be older than the goods they replace. However, the replacement goods will be of the same or greater specification as the goods they replace.

9.11. We will not be liable for any fault in, or failure of. the goods that is caused by normal wear and tear or by any of the following:

9.11.1. Your wilful damage or negligence.

9.11.2. You failing to follow our instructions relating to the goods, including any instructions on installing, using, storing or maintaining them.

9.11.3. Us following your requirements or instructions.

9.11.4. You modifying any goods without our permission in writing or not in line with our instructions.

9.11.5. You using any of the goods after you know about a fault.

9.12. Except where this clause 9 says otherwise:

9.12.1. we provide no warranties or guarantees for, and no assurances about, the goods; 

9.12.2. we have no liability for the goods failing to meet the standards of the warranty, as set out in clause 9.5; and

9.12.3. all warranties and conditions specified or implied by any applicable laws are excluded, to the extent allowed by applicable laws.

10. REPAIRS 

10.1. You may ask us to repair the goods. You will have to pay the charge set out in merchant application form. 

11. INDEMNITY 

11.1. You must indemnify us from and against (that is, fully reimburse us and accept all liability for) any losses, claims, damages, costs and expenses (including legal fees and court fees) and other liabilities arising directly or indirectly from you breaking any of your obligations under this schedule 9.

12. INTELLECTUAL PROPERTY RIGHTS

12.1. We will indemnify you (that is, fully reimburse you and accept all liability for) any losses, claims, damages, costs and expenses (including legal fees and court fees) and other liabilities arising as a result of any action, demand or claim that you having or using the goods infringes (breaks, limits or undermines) the intellectual property rights of any third party, unless any of the following apply:

12.1.1. You do not give us full written details of the action, demand or claim (the ‘relevant claim’) as soon as reasonably possible after finding out about it.

12.1.2. You admit liability or agree any settlement regarding the ‘relevant claim’ without our permission in writing. 

12.1.3. You do not let us conduct or settle all negotiations arising from the ‘relevant claim’ (if we ask to do so) at our expense and as we see fit. 

12.1.4. You do not take all reasonable steps to keep any losses arising from the ‘relevant claim’ to a minimum.

12.1.5. You do not provide, at your expense, all reasonable help we ask you for in connection with the ‘relevant claim’, which may include not giving us prompt access to any relevant premises, officers, employees, contractors or agents.

12.1.6. You use the goods in combination with any other goods or services and the ‘relevant claim’ could not or would not have been made if you had not done so.

12.2. If any ‘relevant claim’ is made or is likely to be made, we may:

12.2.1. secure the right for you to continue using the relevant goods; or

12.2.2. modify or replace the part of the goods the ‘relevant claim’ relates to, as long as the goods remain in line with their specification.

12.3. Our obligation to indemnify you under clause 12.1 will not apply to goods you have modified or used other than in line with the agreement or our instructions. You must indemnify us against all losses, damages, liability, costs and expenses arising in connection with any claim arising as a result of the modification or use.

13. GOODS AND PAYMENT TERMINALS

13.1 Ownership. Unless the Merchant Application Form or an order expressly states that a payment terminal has been sold to the merchant, each payment terminal remains the property of DNAP or the relevant supplier. Nothing in the agreement transfers ownership of a payment terminal to the merchant.

13.2 Terminal fault notification. The merchant must notify DNAP as soon as reasonably practicable and, in any event, within seven days after becoming aware that a payment terminal is faulty, damaged, lost, stolen, compromised or not operating properly. The merchant must follow DNAP’s reasonable instructions regarding diagnosis, security, repair, replacement, return or collection of the payment terminal.

13.3 Return on cancellation or termination. If the agreement or any relevant service is cancelled, terminated, suspended or expires, or DNAP otherwise requests a payment terminal to be returned or replaced, the merchant must, within 14 days after the effective date of cancellation, termination, expiry, suspension or DNAP’s request, either: (a) return each payment terminal using DNAP’s stated return method; or (b) make each payment terminal available for collection at the merchant site during normal business hours.

13.4 Non-returned Terminal Charge and collection costs. If the merchant does not comply with clause 13.3, DNAP may charge the merchant the Non-returned Terminal Charge of £150 plus VAT for each affected payment terminal. DNAP may also recover any reasonable third-party courier, tracing, aborted-collection, storage and recovery costs actually incurred because the merchant failed to return the payment terminal or make it available for collection. The Non-returned Terminal Charge is separate from the Account Closure Administration Fee.

13.5 Faulty Terminal Charge. If a payment terminal is returned faulty or damaged beyond fair wear and tear, DNAP may charge the merchant a Faulty Terminal Charge of up to £150 plus VAT for each affected payment terminal, reflecting DNAP’s reasonable assessment of the repair or replacement required. This charge does not apply where the fault or damage is attributable to DNAP or the manufacturer, or where DNAP confirms that the fault is not caused by the merchant’s misuse, neglect, unauthorised alteration, failure to follow instructions or other breach of the agreement.

13.6 Recovery. The Non-returned Terminal Charge, Faulty Terminal Charge and all costs due under clauses 13.2 to 13.5 are amounts due under the agreement. DNAP may invoice, collect by direct debit, deduct, set off or otherwise recover those amounts under Schedule 1.