T2T Consumables Ltd acts as an independent agent promoting the sale of Top to Toe. Retail Software Solutions Ltd (“the Company”, “the company”) acts as an independent provider for the installation and support of third party Top to Toe system suite and is the company / party who would directly enter into an agreement for the delivery of services and usage of the Top to Toe software. The client is the individual person listed in the agreement on page 1 unless a company specified as being limited is detailed there. The term Top to Toe shall incorporate all versions and modules of the Top to Toe software suite (also known as TTT). At the company’s discretion the terms, conditions and timescales of the most recent signed agreement apply to all previous agreements and terms and conditions may be varied in writing within the quotation.
Top to Toe and all its associated modules are the intellectual property of The Software Development Corporation Ltd. which is not party to this agreement except that it provides access to Top to Toe software to Retail Software Solutions Ltd (the Company) which Retail Software Solutions Ltd will make available to the client as it sees fit.
Prior to and following installation all devices and computers need to have good internet access and a secure working fast broadband/IT infrastructure; any equipment supplied by the client to be as recommended and/or to RSS’s minimum specification.
Once signed a quotation forms an agreed contract between the parties. This agreement represents the complete understanding between the parties and supersedes all previous agreements. The company or its successor in title may assign this agreement as they see fit. Where the client misrepresents their situation to the company, the company may rescind or amend its previous decisions. All confirmations referred to in this agreement from/to either party shall be due in writing, including email. In the event of a dispute the company may seek judgement for this and any previous agreements between the companies in a court jurisdiction and specific location of its choice; this includes the English courts and those in the country where the client has its main or subsidiary offices or shops. Title to any equipment supplied remains with the company and the client is responsible for safe return of equipment to the company within 7 working days of agreement termination, expiry or at the company’s request. Where this agreement allows for decisions by the company these shall always be deemed as being at its sole discretion. Should the Company not exercise any of its rights within this agreement this shall not affect its right to do so retrospectively and in full at any time after.
When signed this is a non-exclusive, non-transferable Top to Toe licence contract for a minimum period of 36 months plus the time span of any free trial period, and for subsequent minimum agreement periods of one year unless cancelled as detailed herein. Quotations are valid for 30 days and subject to the company’s terms and conditions plus then current technical and support specifications and definitions
Top to Toe is a modular system built from multiple components. Modules come in multiple versions that vary in their facilities and capacity. Quotations are based around the module versions specified by the client and do not incorporate all modules; additional modules can be purchased later as can additional facilities and/or capacity. It is the client’s responsibility to check that all the modules, facilities and capacity they require are included in their quotation. The client has viewed all relevant aspects of the system quoted and is solely responsible for the judgement that the system modules being agreed are sufficient and fit for their purposes. Unless otherwise stated a module’s updating frequency is based on twice per day batch updates.
New version releases may adjust module combinations, features and capacity and may be charged differently to previous versions. Where a new system release varies in its modules or features or capacity the company, at its sole discretion, will allocate a client to what it considers as the best new system release equivalent to their purchased system based on the fee the client is currently paying. The client may adjust the allocated modules and related fees at the next license anniversary
Hardware hot swap parts may be new or reconditioned and are covered by a TTT warranty for 90 days from shipment to the client. This period allows for a minimum of 60 days actual usage under the company’s hot swap guarantee, thereafter the client may utilise the manufacturer’s warranty or TTT hot swap service ie cost plus 20%.
All prices excluding VAT and are subject to review after one year.
All fees are non-refundable and due as stated. All ongoing fees are quoted inclusive of a 10% discount based on clients paying by direct debit and by a further 20% based on prompt payment within 14 days. Overdue amounts are also subject to interest calculated monthly at five percent per annum above Barclays Bank base rate. Fees for any license period are due with order/renewal but may be paid monthly/quarterly in advance as indicated subject to prompt payment. Discounts and any price offers are valid for three years unless stated otherwise. Where the client exceeds a module’s stated capacity billing will be automatically adjusted to the next performance/price level up henceforth. Where the client informs the company that their current capacity / facilities are in excess of requirements the company shall adjust this and associated fees at the next license renewal date.
Web hosting fees are separate to all other fees, they are not limited to within the Retail Price Index (RPI) and may vary from month to month depending upon the client’s data volumes and required response speed. All fees are subject to annual increases in line with the retail price index. The client agrees they are purchasing a system where each individual system part, feature and module makes a contribution to their businesses’ operation in proportion to the fees due; should one part of the system fail to prove satisfactory or be subject to cancellation this shall not affect payments relating to the rest of the system which remain due in full. Hardware fees are for a minimum of three years regardless of earlier termination terms for software or services.
Trial software can be cancelled in writing at any time in the trial period. From the end of any trial period onwards, uncancelled active software modules automatically form part of the client’s standard system fees and are renewed on the same timescale as the system’s main hub module. Unless explicitly stated any fee waiver or variation is a temporary suspension or amendment and does not affect the amount due overall which will be made up within the current or next license period at the company’s discretion. After the first year of the initial agreement recurring fees for existing or new system elements may be increased by not more than the rise in the Retail Price Index for the broad geographical area the company deems as the client’s main operational area. The Retail Price Index is currently calculated based on the previous calendar year’s prices index rise. For the UK, RPI is based RPIJ or CPIH at the company’s sole discretion.
At the end of a license period fees are automatically renewed for annual periods unless cancelled in writing by either the client or the company a minimum of two months in advance of an expiry date. During a module or system cancellation period, and subject to all fees being up to date, the client shall receive their normal standard software and support services.
The client agrees that prompt actions and responses to TTT’s communications are a vital part of their responsibility and that training and system operations require staged management and that they shall adhere to the stages/processes specified by the company. The client agrees that they are solely responsible for the provision and maintenance of their infrastructure plus the content and usage of data entered into TTT. The client is solely responsible for all aspects of their linkage to the web, virus protection, firewalls and rotating backup systems. The client is responsible for all uses of their passwords, whether explicitly authorised by the client or not. It is the client’s responsibility to ascertain their tax responsibilities and other regulations and to manually adjust any TTT calculations to adhere to these.
It is the client’s responsibility to ensure that system users are sufficiently trained on system usage and the real-world requirements and processes necessary to support the system’s integrity. Multiple trainees may be agreed as part of the client’s initial TTT system implementation and will receive ongoing training free of charge. New trainees will automatically incur a £10 per week fee levied for one year.
The client agrees that for support purposes Top to Toe may monitor/access their websites, marketplaces and third party software and the client will promptly provide all access codes and tokens upon request; the client may cancel this permission in writing but understands that the company is then no longer responsible for addressing website and/or third party related issues. All clients utilising TTT web linkage software on configurable websites shall prominently display the then current TTT web strap line (currently “Powered by Top to Toe”) and logo in full and with an associated Top to Toe website link; the automated sales link within standard TTT web link modules is provided without charge on the basis that this is adhered to.
Clients should allow a number of months for their system or new modules to bed in. Web services and hosting platforms and third-party hosting cannot be guaranteed to function at all times. A system’s data storage and speed of response is a variable based on the price package to which the client subscribes.
Bonus features may be installed in stages throughout any agreed free period and credit card clearance (FPOS) is not a standard part of till software. Bespoke developments and their IP remain the property of the company. The calculation method / process behind the system stock numbers is the standard measure of system integrity. The client agrees to use a recommended work around procedure while the company addresses any reported issue. Third party software should not be installed or run on devices or computers used for TTT. The client accepts that bespoke development may result in the introduction of bugs anywhere in the program which they will need to identify in writing before they can be resolved. Trial versions of modules in development should be used in a limited and controlled way until the Company confirm that all testing has been completed and the module installed is a standard released version.
It is the client’s responsibility to cancel/adjust any Direct Debits or standing orders. Invoicing becomes due within 14 days and the company may automatically charge a £45 fee for administration costs in re-establishing a cancelled Direct Debit mandate.
The company retains a lien and retention of title over all hardware and any software provided at whatever time and in the event of late or non-payment may require its return in good condition within seven days and/or suspend the system licence; this will not affect ongoing payments due. In the event of non-payment or delayed payment or unilateral cancellation of the direct debit all fees that remain outstanding for the current license period shall become immediately due in full; in addition, the company may suspend/terminate the users’ access to the TTT software.
Rental hardware is preconfigured for the client to install and is for a 3-year minimum. The client shall insure all rental hardware to the value of 3 years’ fees. After the initial nine months hardware rental period all replacement parts are at cost plus 20% subject to a minimum handling fee of £29 per item – faulty rental equipment replacement is free if a part is over five years old. Clients may request the complete replacement of any till system element without charge where this would significantly improve its efficiency or reliability and where the relevant system element was last upgraded without charge more than five years earlier. The client shall install any replacement equipment provided and return unused working or faulty elements within 7 days. Any hardware elements unreturned or returned in poor condition shall automatically be charged at the full insurable cost plus a twenty percent handling fee. Upon termination however engendered the client shall return all equipment in good condition within 7 days; failure to do so after 14 days will constitute their agreement to pay the full manufacturers recommended RRP selling price for such equipment
Client’s individual data is always confidential. The Company may access/store all data and utilise individual elements of the data and aggregate data for its own purposes, or for publication in any format provided that complete confidentiality as to the source client is maintained.
Web fees cover all transactions up to the maximum standard volumes for combined turnover across all web sites, beyond standard volumes all sites incur an additional 1.5% turnover fee at the company’s sole discretion. Current standard web turnover is based upon a January – December period where the sales value is up to £0.5 million (or its equivalent in another currency) or up to 20,000 item sales.
Any compensation related to system malfunctioning shall be limited to not more than three months of the then current weekly fees the client pays the company for its usage of standard TTT software.
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