legal

terms of service.

last updated · 7 april 2026

These Terms of Service (the "Agreement", also referred to as the PosKit End User License Agreement) are a legal and binding contract between PosKit UK Ltd ("PosKit", "we", "us", or "our"), a company registered in England and Wales (company number 17076936) with its registered office at Butler House 3rd Floor, 177-178 Tottenham Court Road, London, W1T 7NY, and the legal entity that accepts this Agreement ("you" or "your").

You indicate your acceptance of this Agreement through your execution of an Order Form or your access to or use of the Software, and this Agreement becomes effective upon the earlier of the date of your first execution of an Order Form or the date of your first access to or use of the Software (the "Effective Date"). If you do not agree to all of the terms of this Agreement, you may not access, download, install, or use the Software, and you must uninstall the Software from all of your devices, cease all use, and destroy all copies of the Software and Documentation in your possession. No license is granted with respect to any software that was not acquired lawfully or that is not a legitimate, authorised copy of the PosKit software.

1. Definitions

  • "Affiliate" means an entity controlled by, under common control with, or controlling a party, where control means 50% or more of the voting power (or equivalent).
  • "Aggregate Data" means data that has been anonymised, de-identified, and/or aggregated such that it cannot reasonably identify you, any Users or Clients, or any other individual.
  • "Client" means, if you are an MSP, your customer to whom you provide Managed Services that utilise the Software.
  • "Documentation" means the then-current official user documentation provided by PosKit regarding use of the Software, as updated from time to time.
  • "Fees" means the subscription and other fees set forth in any Order Form, together with any applicable interest and Taxes.
  • "Managed Services Provider" or "MSP" means an individual or legal entity that provides remote management of the IT infrastructure and end-user systems of another party ("Managed Services").
  • "Order Form" means the document or other method by which you procure Software licenses from PosKit, including any change orders or updates.
  • "SaaS Service" means the PosKit online platform service that utilises the Software on a hosted basis.
  • "Software" means the object code versions of all software provided by PosKit under this Agreement, including software you may need to download and install to utilise the SaaS Service, the PosKit API, AI Features, Open-Source Components, and any updates, upgrades, or enhancements. References to Software include the SaaS Service.
  • "Term" means the period beginning on the Effective Date and ending on the expiration or termination of the subscription set forth in the Order Form, as renewed.
  • "Usage Data" means data and information collected, generated, or derived by or on behalf of PosKit as a result of your or your Users' use of the Software (e.g., metadata, performance data, event data, configuration data, and other technical or analytical information). Usage Data includes Aggregate Data but does not include Your Data.
  • "User" means an individual authorised by you or your Affiliates to use the Software and Documentation, limited to your employees and contractors.
  • "Your Data" means data, files, or information, including personal data, submitted by you or your Users through use of the Software.

2. License Grants

2.1 Subscription License

Subject to the terms of this Agreement, any restrictions in the Order Form, and timely payment of Fees, PosKit grants you, during the Term, a limited, non-exclusive, revocable, non-transferable right and license to (i) access and use the Software through the SaaS Service, and (ii) where applicable, install and use certain Software specifically provided by PosKit for such use. If you are an MSP, the Software may be used solely in furtherance of your provision of Managed Services to Clients. Your Affiliates may use the license on the condition that you are responsible for their compliance with this Agreement.

2.2 Proprietary Rights

The Software is licensed, not sold. All worldwide ownership of, and all rights, title, and interest in and to, the Software and all copies and portions thereof — including all copyrights, patent rights, trademark rights, trade secret rights, and other proprietary rights — remain exclusively with PosKit or its licensors. The only rights you acquire are those expressly stated in this Agreement.

2.3 PosKit Marks

If you are an MSP, PosKit grants you, during the Term, a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use approved PosKit trademarks solely to market to current or prospective Clients that you utilise the Software, subject to PosKit's prior and continued approval. You will not challenge PosKit's ownership of its marks or register any confusingly similar trademark.

2.4 PosKit API

Your use of the PosKit API is subject to this Agreement. PosKit may set and enforce limits on API usage, monitor your API use for compliance and quality assurance, and update or modify the API from time to time, which may require you to update your systems or integrations at your expense. PosKit is not responsible for applications or integrations you develop using the API.

3. License Restrictions

3.1 Restrictions

Except as expressly permitted in Section 2, you and your Users or Clients shall not:

  • modify, translate, reverse engineer, decompile, disassemble, make derivative works of, or otherwise derive source code from the Software or Documentation (where applicable law permits such action, you agree to give PosKit at least 90 days' advance written notice and a reasonable opportunity to evaluate the claim);
  • create, use, or deploy any software or services to circumvent the technical restrictions of the Software;
  • use the Software for malicious, harmful, fraudulent, or any other non-intended purpose;
  • sell, resell, rent, lease, or otherwise distribute the Software or Documentation;
  • assign, sublicense, or otherwise transfer your access and use rights without PosKit's prior written approval;
  • copy, reproduce, republish, upload, post, or transmit the Software or Documentation;
  • use the Software on any endpoint or device that is responsible for human safety or whose failure could result in personal injury or death;
  • use the Software in a manner that results in excessive use, bandwidth, or storage after receipt of a written warning from PosKit; or
  • use the Software if you are a competitor of PosKit (or an employee, agent, or Affiliate thereof), or for monitoring the Software's performance, functionality, or availability, or for any developmental, benchmarking, or competitive purpose.

In addition, you and your Users or Clients shall not use the Software to:

  • defame, abuse, harass, threaten, harm, or otherwise violate the legal rights of others;
  • conduct or forward illegal contests, pyramid schemes, chain letters, unsolicited advertising, or multi-level marketing campaigns;
  • publish, post, distribute, or link to any defamatory, infringing, or unlawful material, or any material protected by intellectual property or privacy rights without the necessary consents;
  • harvest usernames or email addresses for any purpose;
  • restrict or inhibit any other individual's use and enjoyment of the Software;
  • interfere with or disrupt the Software, services, website, or networks; or
  • violate any applicable laws or regulations.

3.2 Usage Limits

The Software shall not be installed or used on more devices than specified in your Order Form. You may not subscribe to, or downgrade to, a device quantity of less than 50. PosKit may monitor your usage (including that of Users or Clients) to ensure compliance. If usage limits are exceeded, you shall pay additional fees for the excess usage at the rates set forth in the Order Form, including where the excess results from unauthorised use.

4. Your Obligations

  • Authority: You have the full power and authority to enter into this Agreement, and the person accepting it on your behalf has the authority to bind you.
  • Compliance: You are solely responsible for your and your Users' or Clients' compliance with this Agreement and all applicable laws. You shall immediately notify PosKit of any noncompliance and remedy it to the extent feasible.
  • Credentials: You are solely responsible for the safekeeping and confidentiality of usernames, passwords, and API keys, and shall immediately remedy and notify PosKit of any breach of their confidentiality.
  • Activities: You are solely responsible for activities under your use of the Software, including any misuse, the data and content accessed through it and actions taken in response, and the accuracy, quality, integrity, legality, and reliability of Your Data. You will provide any notices and obtain any consents legally required for PosKit to perform under this Agreement.
  • Equipment: You are solely responsible for acquiring and maintaining the equipment and ancillary services needed to connect to and use the Software.
  • Export Control: The Software, Documentation, and related technical data may be subject to UK export control and sanctions laws, including the Export Control Order 2008 and the Sanctions and Anti-Money Laundering Act 2018. You shall not export, re-export, transfer, or make available any controlled technology where prohibited under such laws, and shall obtain any required licences or approvals. Breach of this clause is a material and irremediable breach of this Agreement.
  • Sanctions: You represent and warrant that neither you, nor any person owning or controlling you, nor any User or Client, is listed on or subject to restrictions under any applicable sanctions list (including the UK Sanctions List and the OFAC SDN List), and that you will not use the Software in violation of applicable sanctions laws. Breach entitles PosKit to terminate immediately.

PosKit shall not be liable for any damages resulting from your failure to fulfil the foregoing responsibilities, including damages resulting from misuse of the Software or any deletion, loss, or unauthorised access to data stored therein.

5. Data Use and Protection

5.1 Your Data

As between PosKit and you, you own all right, title, and interest in and to Your Data. You grant PosKit a non-exclusive, royalty-free license to use, reproduce, store, process, and display Your Data only to the extent necessary for PosKit to (a) develop, improve, support, and provide the Software to you; (b) confirm your compliance with usage limits, license restrictions, and the other terms of this Agreement; (c) create Aggregate Data for PosKit's legitimate internal business purposes; and (d) comply with its obligations under this Agreement or applicable law.

5.2 Usage Data

As between PosKit and you, PosKit owns all right, title, and interest in and to Usage Data and all derivatives thereof. PosKit may use Usage Data to track general industry trends; develop and publish white papers, reports, and summaries; improve and personalise the Software; and for any other lawful purpose related to PosKit's legitimate business interests.

5.3 Protection of Your Data

PosKit shall comply with its obligations under applicable data protection laws and shall maintain appropriate administrative, physical, technical, and organisational measures that ensure an appropriate level of security for Your Data. To the extent that Your Data contains personal data and you have executed our Data Processing Agreement ("DPA"), PosKit will process such personal data in accordance with the DPA, which is incorporated by reference into this Agreement upon execution by both parties. You are responsible for ensuring that the security of the Software is appropriate for your intended use. See also our Privacy Policy.

5.4 Classified and Export-Controlled Information

You shall not input, store, transmit, or upload into the SaaS Service any classified information, military or dual-use items, technical data, or other materials subject to restrictions under UK national security or export control laws, including the Official Secrets Act 1989, the Export Control Order 2008, the Sanctions and Anti-Money Laundering Act 2018, or any UK Strategic Export Control Lists.

6. Third-Party Products

The Software may incorporate, be distributed with, or depend upon open-source components or commercially licensed third-party software. Your use of open-source components is governed by their applicable license terms. Third-party software is licensed for use solely with the Software and may not be used on a stand-alone basis. Where third-party software is identified as a line item in an Order Form, its use is governed by the separate third-party license, and if you do not agree to that license you shall not use the associated software.

7. Fees and Payment

Fees are due and payable as set forth in the Order Form. All Fees shall be paid without setoff, counterclaim, deduction, or withholding, and PosKit shall receive the full amount invoiced. Failure to pay on time may result in termination of this Agreement and/or suspension of access to the Software. PosKit may charge interest on past-due amounts at 1.0% per month or the maximum rate allowed by law, whichever is lower. Except as expressly set forth in this Agreement or the Order Form, all Fees are non-cancellable and non-refundable to the maximum extent permitted by law.

7.1 Disputed Fees

If you believe an invoice is in error, you must notify PosKit in writing within 25 days of receipt. Failure to do so constitutes a waiver of your right to dispute the invoice, unless the error would not have been discoverable upon reasonable inspection. Where appropriate, PosKit will rectify errors by reducing the next invoice or by other agreed means.

7.2 Taxes

Prices are exclusive of all taxes and withholding requirements, including VAT, sales and use taxes, export and import fees, customs, duties, and tariffs. You shall pay or reimburse PosKit for all applicable Taxes, and if you are required to withhold any Taxes, you shall gross up payments so that PosKit receives the sums due in full.

7.3 Fee Changes

PosKit may change Fees from time to time. Fee changes take effect upon your next renewal term, provided PosKit informs you of the change at least 90 days prior to the expiration of the then-current term. This notice requirement does not apply to fee changes expressly permitted under an applicable Order Form.

7.4 Purchase Orders

Any purchase order you issue is deemed to incorporate the terms of this Agreement by reference, and any terms in your purchase order that are additional to or different from this Agreement are null and void.

8. Term and Termination

8.1 Term

This Agreement remains in effect for the duration of the Term. You may not terminate this Agreement or the subscription prior to the expiration of the then-current Term. Renewal and non-renewal notice periods are as set out in your Order Form.

8.2 Termination or Suspension for Cause

PosKit may suspend your access to the SaaS Service and/or terminate this Agreement if:

  • you breach this Agreement and either fail to cure a curable breach within 30 days of written notice, or the breach is egregious and/or incurable;
  • you fail to pay any amount due and remain in default for more than 10 business days after written request for payment;
  • following a reasonable investigation, PosKit determines that malicious and/or illegal activity is occurring within your PosKit tenant or that suspension or termination is necessary for legitimate security purposes; or
  • you become insolvent or bankruptcy or receivership proceedings are initiated by or against you.

8.3 Effects of Termination

Upon expiration or termination: (a) all rights granted to you cease, and you and your Users or Clients must immediately cease using the Software and destroy (or, if instructed, return) all copies of the Software and Documentation; (b) all amounts owing become immediately due and payable, and if PosKit terminates for cause under Section 8.2, PosKit is entitled to collect all Fees that remain payable for the entire Term; and (c) it is your responsibility to retrieve Your Data within 30 days of expiration or termination (including for nonpayment). PosKit reserves the right to delete Your Data and all copies within 90 days following expiration or termination, unless applicable law requires further storage. Once deleted, Your Data cannot be recovered.

8.4 Survival

Provisions that by their nature are intended to survive termination shall survive, including Sections 6 (Third-Party Products), 7 (Fees and Payment), 10 (Limitation of Liability), 11 (Indemnification), and 12 (General).

9. Warranties

9.1 Limited Warranty

PosKit warrants that it can enter into this Agreement and grant the licenses set forth herein, and that the Software will operate substantially in accordance with the Documentation, under ordinary operating circumstances, for a period of 30 days following the Effective Date. If you notify PosKit in writing of a breach of this warranty within 30 days of discovery, PosKit will correct, repair, or replace the Software within a reasonable time, or, if PosKit determines that is not feasible, you may terminate this Agreement on written notice and receive a pro-rata refund of pre-paid Fees for the unused portion of the subscription. These options constitute PosKit's entire liability and your sole remedy for breach of warranty. The warranty does not apply to Third-Party Products or where the breach results from misuse, unauthorised alteration, failure to apply updates, use contrary to the Documentation or applicable law, acts of third parties, or causes outside PosKit's reasonable control.

9.2 Disclaimer

Except for the express warranties above, and to the maximum extent permitted by law, the Software, Documentation, SaaS Service, and PosKit marks are provided "as is" and "as available", without warranty of any kind, express, implied, or statutory. PosKit expressly disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and title. No employee, contractor, agent, reseller, or distributor of PosKit is authorised to modify these warranty terms or make additional warranties.

10. Limitation of Liability

10.1 No Special Damages

To the maximum extent permitted by law, in no event shall PosKit (including its directors, officers, employees, contractors, agents, Affiliates, and successors) be liable to you or any Users or Clients for any special, indirect, non-compensatory, consequential, incidental, statutory, or punitive damages of any kind, including those related to loss or privacy of data or programs, business interruptions, or lost profits or revenue, regardless of the form of action and even if PosKit is aware of the possibility of such damages in advance.

10.2 Damages Cap

To the maximum extent permitted by law, in no event shall PosKit's aggregate liability in relation to the Software, Documentation, SaaS Service, or this Agreement exceed the greater of (i) the Fees paid or payable by you under the Order Form during the 12 months prior to the event giving rise to the liability, or (ii) £5,000. The parties acknowledge that this allocation of risk is reasonable and an essential basis of the bargain between them.

10.3 Unlimited Liability

Nothing in this Agreement limits either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded under applicable law.

11. Indemnification

11.1 By You

You shall indemnify, defend, and hold harmless PosKit (including its directors, officers, employees, contractors, agents, Affiliates, and successors) from and against all claims, demands, losses, liabilities, and costs (including reasonable legal fees) arising from your or your Users' or Clients' (i) breach of this Agreement or violation of applicable law; (ii) misuse of the Software or the data stored therein; or (iii) gross negligence, willful misconduct, or fraud.

11.2 By PosKit

PosKit shall indemnify, defend, and hold you harmless from third-party claims to the extent based on PosKit's actual or alleged infringement of third-party intellectual property rights directly resulting from your use of the Software. This states PosKit's entire liability and your sole remedy for infringement claims. This obligation does not apply to the extent a claim is based on components not supplied by PosKit, modifications by you, combination with other products, continued infringing activity after notice, or use of the Software other than in accordance with this Agreement.

11.3 Procedure

The indemnified party shall promptly notify the other party of any claim; the indemnifying party may assume and control the defence and settlement at its expense through counsel reasonably acceptable to the indemnified party; the indemnified party shall reasonably cooperate at the indemnifying party's expense; and no settlement may be made without the indemnified party's consent if it admits fault, imposes non-monetary obligations, or lacks a complete release. Each party shall use commercially reasonable efforts to mitigate claims.

12. General

  • Feedback: Any suggestions, feedback, or proposed modifications you provide may be freely used by PosKit without limitation, and any resulting modifications to the Software are exclusively owned by PosKit.
  • Set Off: PosKit may set off any payment due to you against any claim PosKit has against you.
  • Agreement Updates: PosKit may update this Agreement from time to time and will post the updated version on its website or otherwise provide notice. If you do not agree to the updated terms, you must notify PosKit in writing within 30 days of the update, and you will have the opportunity to terminate the Agreement and receive a pro-rata refund of pre-paid Fees for the unused portion of the subscription. Failure to provide such notice, or continued use of the Software for more than 30 days after the update, constitutes acceptance.
  • Conflicts: To the extent any term of this Agreement conflicts with an Order Form, the Order Form controls.
  • Governing Law: This Agreement and any non-contractual obligations arising out of it are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
  • Force Majeure: PosKit's failure to comply with this Agreement due to an act, event, or circumstance beyond its control (including natural disasters, utility or internet failures, technological attacks, epidemics, labour disputes, government acts, terrorism, or war) is not a breach of this Agreement.
  • Remedies: A breach of this Agreement may cause irreparable harm for which monetary damages are insufficient, and the non-breaching party may seek equitable relief, including injunction or specific performance, without posting bond or proving damages. All remedies are cumulative.
  • Legal Fees: In litigation concerning this Agreement or the Software, the prevailing party is entitled to recover its reasonable legal fees and costs.
  • Notices: Notices to you will be sent by email to the address listed on your Order Form. Notices to PosKit must be sent by email to eula@poskit.app. Notices are effective as of the first business day after the date sent.
  • Severability: If any part of this Agreement is found void or unenforceable, the balance remains valid and enforceable.
  • Waiver: Delay or failure to exercise any right is not a waiver. No waiver is effective unless in writing and signed by an authorised representative of the waiving party.
  • Publicity: Marketing communications are subject to our Privacy Policy. Unless you give written notice revoking permission, by entering into this Agreement you permit PosKit to publish your name and logo to identify you as a PosKit customer.
  • Entire Agreement: This Agreement, together with the Order Form(s) and, where executed, the DPA, is the full and complete understanding of the parties and supersedes all prior representations, understandings, and agreements on its subject matter.
  • Assignment: Neither party may assign this Agreement without the other's prior written consent (not to be unreasonably withheld), except to a successor to all or substantially all of its equity, assets, or business, with written notice, assumption of obligations by the assignee, and, in the case of your assignment, provided the assignee is not a competitor of PosKit.
  • No Third-Party Beneficiaries: Except as expressly provided, no third party (including any Client or Affiliate) is a beneficiary of, or may enforce, this Agreement.
  • Electronic Transactions: This Agreement may be formed, executed, and delivered by electronic means, including electronic signatures. You consent to PosKit communicating with you by email or other electronic means regarding the Software, releases, upgrades, and related information.

13. Special Terms for Certain Products or Services

13.1 Documentation Data Importation

If you import documentation data from a third-party provider to PosKit, you must use the CSV form provided on the PosKit platform. You are solely responsible for the complete and accurate entry of all documentation data, and you represent and warrant that you own or have all necessary consents and rights to import the data, and that doing so will not breach any contract or any third party's intellectual property or privacy rights. You shall indemnify, defend, and hold harmless PosKit from all claims arising from your importation of documentation data.

13.2 AI Features

Certain features within the Software utilise artificial intelligence and/or machine learning ("AI Features"). To the extent you use AI Features, you acknowledge and agree that:

  • Outputs: Outputs are generated automatically and may contain inaccuracies, omissions, or other errors. You are solely responsible for reviewing, verifying, and validating all outputs before using them, and PosKit has no liability for adverse effects resulting from such use.
  • Training: Your inputs and interactions provided through the AI Features may be used by PosKit to train and improve the AI Features for your own account and environment. PosKit may use inputs in anonymised or de-identified and aggregated form only to train and improve the AI Features (including the underlying model) for the benefit of all PosKit customers. In operating the AI Features, PosKit complies with its data protection obligations under Section 5.3 and all applicable laws.

14. Contact Us

If you have any questions about this Agreement, please contact us: