1.    About us 
1.1    Company Details. Sales in the Nayax eShop are made by Nayax UK Ltd., C.N. 07939558 (“we”, “us”, “our” or “Nayax”).
1.2    Contacting us. To contact us, call our customer service team on 0203 455 4800 or at email ukorders@nayax.com. 
2.    Our contract with Customer 
2.1    Our Contract. These general terms and conditions of sale (the “General Terms and Conditions”) apply to all orders made by our customers (each, a “Customer”) through our online shop at https://shop.nayax.com/uk_en/ (the “Nayax eShop”) and the supply of products by us (each, a “Contract”).
2.2    Incorporation of website terms. When buying any products on the Nayax eShop the Customer also agrees to be bound by the website Terms of Use and Privacy Policy.   
2.3    Language. Our contracts with the Customer shall be made only in the English language. 
2.4    Our offerings. Our offerings in the Nayax eShop are non-binding and orders can only be placed by Customers that have registered in the Nayax eShop. We do not sell to consumers.
3.    Placing an order and its acceptance 
3.1    Placing the order. By placing an order in the Nayax eShop, the Customer makes a binding offer to purchase the relevant product. 
3.2    Acknowledging receipt of Customer orders. Without undue delay upon receipt of the order, we will send to the Customer by e-mail a confirmation of receipt, which shall not constitute an acceptance of the order. Our acceptance of the Customer’s order will take place as described in clause 3.4. 
3.3    Correcting errors. We are not bound to honour any genuine errors or mistakes we have made in a quotation to the Customer. The Customer cannot derive any rights from a quotation that is based on incorrect or incomplete information provided by the Customer. Specific terms and conditions included in a quotation, such as discounts, do not automatically apply to any subsequent quotations or orders. Combined quotations do not obligate us to accept a partial order at a corresponding part of the quoted price. Our order process allows the Customer to check and amend any errors before submitting an order to us. Please check the order carefully before confirming it. The Customer is responsible for ensuring that its order and any specification submitted by the Customer is complete, accurate and meets the Customer’s requirements.
3.4    Accepting the order. The order shall be deemed to be accepted by us either upon subsequent (e-mail) acceptance of the order or by dispatching the product. The Contract with the Customer shall not become effective until our acceptance. 
3.5    Additional agreements. Certain products from our offering may require the conclusion of additional agreements for their full usability.
(A)    Hardware Sales: The purchase of hardware from our Nayax eShop is what this contract covers. These hardware products come with the warranties and conditions as detailed in these General Terms and Conditions.
(B)    Software and Clearing: Our hardware only works with our specialized software. Acquiring this software or clearing services requires separate agreements. This is because software and related services fall under a different contractual framework. The Customer will need to enter into a separate services agreement, and potentially a clearing agreement, depending on the specifics of the services required by the Customer. If the Customer wants to review the terms of these agreements prior to the purchase, the Customer should please contact (i) itslocal distributor of our products in its country, or (ii) us directly.
4.    Our products 
4.1    The images of the products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that the Customer’s computer’s display of the colours accurately reflect the colour of the products. The colour of the Customer’s products may vary slightly from those images.
4.2    We reserve the right to amend the specification of the products if required by any applicable statutory or regulatory requirement.
5.    Prices and Payment
5.1    The prices of the products will be as quoted on our Nayax eShop at the time the Customer submits its order. 
5.2    Prices for our products may change from time to time, but changes will not affect any order for which we have already issued an order confirmation.
5.3    The price of products excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of the Customer order and the date of delivery, we will adjust the VAT the Customer pays, unless the Customer has already paid for the products in full before the change in VAT takes effect.
5.4    The price of the products does not include delivery charges. Our delivery charges are as advised to the Customer during the check-out process, before the Customer confirms the Customer order
5.5    The Customer can pay the purchase price and other costs for products ordered in the Nayax eShop by credit card. The Customer may also be provided with a financing and/or commercial offer in relation to the purchase or equipment rental from Nayax Capital UK Ltd (“Commercial Offering”). In such event, the Commercial Offering will be subject to the terms of such offering. Customer further allow us to share certain information, including confidential and personal information, with Nayax Capital UK Ltd. for the purpose of providing the Customer with the Commercial Offering, as further elaborated in Nayax's privacy policy available here.
5.6    In the event of failure or delay to pay sums due, the Customer shall be in default under these General Terms and Conditions. From the date of the occurrence of the default, the Customer shall be liable to pay interest each month at the rate of 4% above the Bank of England base rate. In case the Customer defaults in the payment of an instalment or is in default with an instalment amount where we have agreed to partial payment, the entire remaining claim shall become due immediately. Any payment made by the Customer shall first be applied to reduce all liable costs and interests, before being applied to reduce outstanding invoices, the oldest first, even if the Customer specifies that the payment is to be applied to more recent invoices. We are also entitled to (i) charge a lump sum of GBP 40 in the event of default by the Customer, and (ii) all reasonable costs incurred in connection with debt collection, including but not limited to legal fees, which shall be offset against any further loss or damages.
6.    Date of Dispatch of the Product, Sell Off, Partial Delivery
6.1    We will commence our process to dispatch the product the Customer has ordered only when the full purchase price (including VAT and shipping costs) is received by us except where the parties have agreed a Commercial Offering, in which case we will dispatch the product within a period of five (5) business days from our deemed acceptance of the Customer order in accordance with Clause ‎3.4. The dispatch date is the date on which the product is handed over by us to the carrier.
6.2    Any time period for the dispatch of the product specified by us shall be only considered as approximate and may therefore be exceeded, except if a fixed date of dispatch has been explicitly agreed upon in writing. Unless a time period or date of dispatch has been specified or agreed upon, we shall dispatch the product within a period of 5 (five) business days after our acceptance of the Customer’s order. 
6.3    In the event that the product is no longer available for a reason not reasonably attributable to us or cannot be timely delivered despite our timely order, we shall be entitled to terminate the sales contract. We shall without undue delay inform the Customer of the non-availability of the product and, in case of a termination, promptly reimburse the Customer any payments made to us.
6.4    If the Customer has purchased, through the same order, several products that can be used separately, we may dispatch those products in separate deliveries, and we shall bear any additional shipping costs. If, however, a product is designated in the Nayax eShop as “out of stock” and the Customer opts for advance shipment of other products in stock, any additional shipment costs arising therefrom shall be borne by the Customer. 
7.    Type and Time of Shipment, and Passing of Risk
7.1    Unless expressly agreed otherwise, we will ship the order with a shipping option at our sole discretion. Delivery dates or periods stated by us are to be considered non-binding unless expressly agreed otherwise in writing.
7.2    Delivery of the product shall be made at the delivery address provided by the Customer. 
7.3    Nayax will make reasonable commercial efforts to adhere to the delivery dates requested; however, Nayax will not be liable for failure to deliver or for the delay in delivery of the products due an event outside Nayax’s control.
7.4    Upon delivery, the Customer is obligated to inspect the products for conformity with the agreed specifications. Any discrepancies must be reported to Nayax immediately and in no event more than five (5) business days after delivery of the products. If this period expires without the Customer reporting the detected discrepancies to Nayax, the products shall be deemed to have been accepted by the Customer and will constitute a waiver of all claims related to such discrepancies. 
7.5    The products shall be packed and labelled in accordance with Nayax’s customary commercial standard methods. Any additional and/or special packing, packaging and labelling required by the Customer shall be subject to Nayax’s written agreement and all additional costs and expenses incurred by Nayax in respect of the Customer’s requirements for such additional and/or special packing, packaging and labelling shall be borne by the Customer, in addition to the price of the products.
7.6    If delivery of any product is rejected by the Customer without cause (i.e., not in accordance with this General Terms and Conditions), Nayax may charge the Customer the price thereof, even if the products are still in the possession of Nayax. In addition, the Customer shall bear all costs and expenses incurred by Nayax in connection with any such rejection without just cause, including, without limitation, storage expenses, any additional transportation costs, and any associated administrative expenses. Nayax reserves the right, and shall be entitled to, sell any un-collected products following a rejection without cause.
7.7    We are allowed to deliver orders in instalments if partial deliveries are usable by the Customer.
8.    Retention of Title and Resale
8.1    Unless specified otherwise by Nayax, we and/or Nayax Capital UK Ltd retain legal title to any product supplied by us (the “Retained Goods“) until we have received payment in full for:
(A)    The purchase price of the Retained Goods (including VAT and shipping costs); and 
(B)    Any other outstanding debts the Customer owe to us and/or to our affiliates, regardless of when they were incurred.
8.2    The Customer shall not be entitled to transfer title to any products delivered by us under retention of title  or to sell, resell and/or distribute the Retained Goods to a third party, except with our prior written consent. Any attempt to do so without authorization will be considered a material breach of these General Terms and Conditions. If the Customer sells, transfers, or otherwise disposes of any Retained Goods in violation of these General Terms and Conditions, we shall be entitled to all proceeds from such unauthorized sale. The Customer shall immediately remit such proceeds to us, and this right shall extend to any identifiable proceeds that have been commingled with other funds.
8.3    The Customer shall store and handle Retained Goods with the utmost care to prevent damage or loss. The Customer must clearly separate and identify Retained Goods from other inventory. The Customer grant us and our designated agents the right to access and inspect any premises where the Retained Goods are located at any reasonable time.
8.4    In the event of any third-party attempt to seize or control the Retained Goods (including but not limited to enforcement actions, liens, or bankruptcy proceedings), The Customer shall: 
(A)    immediately notify us in writing, providing full details of the incident;
(B)    prominently assert our ownership rights to the third party; and
(C)    cooperate fully with us in any legal actions to defend our title.
8.5    In the event of any payment default or other material breach of these General Terms and Conditions:
(A)    we reserve the right to terminate this agreement with immediate effect;
(B)    we may demand the immediate return of all Retained Goods in the Customer’s possession;
(C)    Customer shall surrender the Retained Goods and grant us full access to the Customer’s premises to facilitate their recovery; and
(D)    We may dispose of recovered goods as we deem fit to recoup our losses.
8.6    The parties acknowledge that registration of this clause 8 (Retention of Title) may be required in England and Wales to ensure maximum enforceability. The Customer shall cooperate with us in any necessary registration procedures, and shall bear any associated costs.
8.7    The Customer shall, at its own expense, maintain adequate insurance coverage for the Retained Goods against loss, damage, or theft from the time of delivery until full payment has been received by us. The insurance policy shall name us as a loss payee or additional insured. The Customer shall provide us with proof of insurance upon request.
9.    Warranty
9.1    The products are intended for use only in the UK. We do not warrant that the products comply with the laws, regulations or standards outside the UK.
9.2    We provide a warranty that on delivery and for a period of twenty-four (24) months from delivery, the products shall:
(A)    subject to clause ‎4 conform in all material respects with their description; and
(B)    be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and 
(C)    be fit for any purpose held out by us.
9.3    Subject to clause ‎9.4, if:
(A)    the Customer gives us notice in writing within a reasonable time of discovery that some or all of the products do not comply with the warranty set out in clause ‎9.2;
(B)    we are given a reasonable opportunity of examining the products; and
(C)    we ask the Customer to do so, the Customer returns the products to us at the Customer’s cost,
we will, at our option, repair or replace the defective products, or refund the price of the defective products in full.
9.4    We will not be liable for breach of the warranty set out in clause ‎9.2, if:
(A)    the Customer makes any further use of the products after giving notice to us under clause ‎9.3;
(B)    the Customer alters or repair the products without our written consent;
(C)    the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(D)    the products differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
9.5    We will only be liable to the Customer for the products’ failure to comply with the warranty set out in clause ‎9.2 to the extent set out in this clause ‎9.
9.6    Except as expressly stated in these General Terms and Conditions, we do not give any representations, warranties or undertakings in relation to the products. Any terms including any representation, condition or warranty, which might be implied or incorporated into these General Terms and Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the products are suitable for the Customer’s purposes.
9.7    These General Terms and Conditions also apply to any repaired or replacement products supplied by us to the Customer.
10.    Intellectual Property Rights 
10.1    The Customer agrees that Nayax, its affiliated parties, and/or licensors, and third party suppliers own the Intellectual Property Rights in the products. The Customer shall take no action nor allow any action to be taken in contravention of any such rights.
10.2    Other than the rights expressly granted to the Customer hereunder, no other rights or interest whatsoever in any product are transferred or granted to the Customer. Without limiting the foregoing, the Customer shall not: (i) make any warranties and representation concerning Nayax or the products; (ii) make any use of Nayax’s Intellectual Property Rights, except as explicitly authorized under these General Terms and Conditions; (iii) reverse-engineer, disassemble, decompile, modify, or alter the products; (iv) use the products for any purpose other than the purposes of these General Terms and Conditions; or (v) copy any of the products or develop any derivative works thereof.
"Intellectual Property Rights” means all tangible and/or intangible legal rights, title and interests, including without limitation, all inventions, patents, patent applications (or applications for registration and the right to apply for registration for any of the same), trademarks, service marks, trade dress, logos, trade names, and corporate names, domain names, any work of authorship, copyrights, rights in software, , trade secrets, rights in confidential information, and all other proprietary rights in whatever form or medium, in each case on a worldwide basis; together with all revisions, extensions, re-examinations translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith.
11.    Liability
11.1    In no event shall Nayax, its affiliates and agents be liable for any indirect, incidental, or consequential damages or any damages for loss of profits, business interruption, loss of information, or pecuniary loss, even if Nayax, its affiliates or agents have been advised of the possibility of such damages or such damages are reasonably foreseeable. 
11.2    References to liability in this clause 11 include every kind of liability arising under or in connection with a contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.3    Nothing in these General Terms and Conditions limits or excludes liability for:
(A)    death or personal injury caused by our negligence;
(B)    fraud or fraudulent misrepresentation;
(C)    breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(D)    any other liability that cannot be limited or excluded by law.
11.4    Subject to clause ‎11.3, our total liability to the Customer for all losses arising under or in connection with the Contract will in no circumstances exceed fees actually paid by the Customer to us, in the twelve (12) months preceding the incident giving rise to the liability.
11.5    The Customer must initiate any claim arising from or related to this Contract within six (6) months of the date the cause of action accrues. Failure to bring a timely claim will constitute a complete waiver and release of any and all liability hereunder.
11.6    The Customer shall indemnify, defend, and hold harmless Nayax, its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: 
(A)    The Customer's breach of these General Terms and Conditions; 
(B)    The Customer's use or misuse of the products; or 
(C)    Any third-party claims resulting from the Customer's acts or omissions.
11.7    Nothing in these General Terms and Conditions shall limit or affect the exclusions or limitations set out in the Nayax eShop website terms of use.
12.    Data Protection
12.1    Customer acknowledges and confirms that using the products under a Contract, and if applicable, under any additional agreement (as further detailed under clause ‎3.5 above), may involves the processing of the Customer’s personal information by Nayax to administer and develop the business relationship between Nayax and the Customer, as further detailed in Nayax Privacy Policy.
12.2    For the purpose of this General Terms and Conditions, and if applicable, under any additional agreement (as further detailed under clause ‎3.5 above), the parties' rights and obligations with respect to the data that the Nayax services process on behalf of the Customer shall be subject to the terms and conditions set forth in the Data Processing Addendum, available at: https://www.nayax.com/legal/dpa-for-nayax-customers/, which is incorporated herein by reference and constitutes an integral part of the Agreement ("DPA"). 
12.3    We shall process personal data in accordance with all applicable laws and regulations and in accordance with our privacy policy. This privacy policy is available here. The Customer shall ensure that any personal data it provides to us is accurate and up to date. If the Customer provides personal data of, or on behalf of, any individuals, it shall direct them to our privacy policy.
12.4    We may agree with the Customer that for the provision of certain services, the Customer shall need to make available to us certain data (not being personal data) related to its business. The Customer grants us permission to use such data for the performance of such services. We may also use such data for other reasonable commercial purposes, for example analysis and research to improve our offerings.
12.5    The Customer hereby undertakes to comply with any and all applicable law, including with regard to privacy and data protection legislation in all relevant territories and all as further detailed in the Data Processing Addendum. The Customer can find the Data Processing Addendum for Customers by clicking here.
12.6    You hereby acknowledge and agree that certain personal and non-personal information processed by us in relation to the products offering will be disclosed as further described in our privacy policy (available here), during the term of our agreement, to our affiliated company Nayax Capital. Nayax Capital will in turn share it with its local distributor or reseller in your region as detailed here. You have a right to opt-out, as explained here.
13.    General
13.1    Assignment and transfer
(A)    We may assign or transfer our rights and obligations under the Contract to another entity.
(B)    The Customer may only assign or transfer its  rights or its obligations under the Contract to another person if we agree in writing.
13.2    Variation
Any variation of the Contract only has effect if it is in writing and signed by the Customer and us (or our respective authorised representatives).
13.3    Waiver
If we do not insist that the Customer performs any of its obligations under the Contract, or if we do not exercise our rights or remedies against the Customer, or if we delay in doing so, that will not mean that we have waived our rights or remedies against the Customer or that the Customer does not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by the Customer.
13.4    Severance
Each paragraph of these General Terms and Conditions operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
13.5    Third party rights
The Contract is between the Customer and us. No other person has any rights to enforce any of its terms.
13.6    Entire agreement
The Contract is the entire agreement between us in relation to its subject matter. The Customer acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
13.7    Modifications to General Terms and Conditions. 
We reserve the right to modify these General Terms and Conditions at any time.  If we make changes that materially alter the Customer’s rights or obligations, we will provide notice through appropriate means, such as a prominent notice on our website. The Customer’s continued use of our services after the effective date of the changes will constitute the Customer’s acceptance of the amended General Terms and Conditions.
13.8    Governing law and jurisdiction 
Any Contracts entered into between us and the Customer shall be governed by the laws of England and Wales, and each party irrevocably agrees to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the courts of London, England.