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Driving Change Through Technology and Innovation.
Updated January 2026
For the purposes of this Agreement, the following definitions apply:
2.1 Title to the Equipment shall remain with the Supplier until the Equipment has been paid for in full.
2.2 Upon completion of:
(a) delivery of the Equipment;
(b) installation and configuration, where applicable; and
(c) initial training provided by the Supplier. The Equipment shall be deemed handed over to the Customer (Handover).
2.3 From the date of Handover:
(a) risk in the Equipment shall pass to the Customer;
(b) the Customer shall assume full operational control of the Equipment; and
(c) the Customer shall be solely responsible for the care, custody, storage, use, operation, supervision and insurance of the Equipment.
2.4 From the date of Handover, the Customer shall be responsible for ensuring that:
(a) all operators of the Equipment are appropriately trained, authorised and competent; and
(b) the Equipment is operated in compliance with all applicable laws, regulations and health and safety requirements.
2.5 From the date of Handover, the Customer assumes full responsibility for all risks arising from or in connection with the Equipment, including but not limited to:
(a) operational use of the Equipment;
(b) interaction with staff, customers, visitors or other third parties;
(c) site conditions and environmental factors;
(d) integration or interaction with lifts, doors, gates, charging points or other infrastructure; and
(e) any failure to follow the Supplier’s training, manuals, operating guidance or safety instructions.
2.6 To the fullest extent permitted by law, the Supplier shall not be liable for any loss, damage, injury, cost or claim arising from the Customer’s use, operation or supervision of the Equipment following Handover, including any site-specific risks outside the Supplier’s reasonable control.
2.7 Nothing in this Agreement shall prevent the Supplier from providing maintenance, support, repairs, software updates, remote diagnostics or other Services, provided always that such Services shall not constitute day-to-day operation, supervision or control of the Equipment, and operational responsibility shall remain with the Customer at all times.
3.1 The Customer acknowledges and agrees that the Equipment is supplied on a business-to-business basis and is not subject to any statutory consumer protection legislation relating to cancellation or cooling-off rights, including, without limitation, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
3.2 The Customer expressly agrees that:
(a) once an order for the Equipment has been accepted by the Supplier, the order is non-cancellable unless the Supplier agrees otherwise in writing; and
(b) the Equipment is non-returnable and non-refundable except to the extent expressly provided under the warranty provisions set out in this Agreement or where otherwise required by law.
3.3 The Customer further acknowledges that:
(a) the Equipment may be configured, installed, integrated or deployed in accordance with the Customer’s operational requirements, site conditions or business needs; and
(b) accordingly, the Equipment shall be treated as business-specific and not subject to return on the basis of change of mind, commercial preference or operational reconsideration.
3.4 For the avoidance of doubt, the Customer shall have no right to reject, return or request a refund for the Equipment due to:
(a) change of mind;
(b) internal budget changes or commercial circumstances;
(c) operational preference; or
(d) the fact that the Customer no longer wishes to use, deploy or continue with the Equipment after delivery, installation or handover.
3.5 Acceptance of the Equipment under this Agreement, including delivery, installation, use, handover or signature of the acceptance section, shall constitute full and final acceptance of the Equipment, subject only to the Customer’s rights in respect of proven defects covered by the applicable warranty or any rights which cannot lawfully be excluded.
3.6 Nothing in this clause shall affect:
(a) the Customer’s rights in respect of proven defects covered under the applicable warranty; or
(b) any rights or remedies which cannot lawfully be excluded or limited under applicable law.
3.7 Commercial Use Acknowledgement
The Customer confirms that:
(a) it is acquiring the Equipment wholly for commercial purposes;
(b) it has not relied on any trial, demonstration or representation as creating any right of return, rejection or refund; and
(c) any demonstration, test, pilot deployment or temporary use of the Equipment shall not constitute a sale on approval or create any right to cancel, return or reject the Equipment unless expressly agreed by the Supplier in writing.
The terms governing installation, support, maintenance, training and service obligations are set out in Schedule 1 Service Level Agreement, which forms part of this Agreement.
5.1 The Supplier may suspend or terminate the provision of any services under this Agreement, including maintenance, technical support and software connectivity, with immediate effect by written notice to the Customer if:
(a) The Customer fails to comply with any operational, cleaning or maintenance obligations, including non-performance of tasks prescribed through upSPARK or the Routine;
(b) payment in respect of the Equipment is delayed, withheld or revoked for any reason;
(c) The Customer denies or unreasonably restricts the Supplier’s access to the Equipment, premises or network required to perform maintenance or support; or
(d) The Customer commits any other material breach of this Agreement that compromises the safe or proper operation of the Equipment.
5.2 Upon termination or suspension of service under this clause:
(a) The Supplier shall have no further obligation to provide any support, maintenance, updates or software services;
(b) The Supplier may, without liability, disable or revoke any software licences, system access or network connectivity associated with the Equipment;
(c) The Customer shall remain fully liable for all sums payable and for any outstanding service fees, consumables or replacement parts supplied by the Supplier; and
(d) Reinstatement of services, if offered, shall be at the Supplier’s sole discretion and subject to written agreement and payment of all applicable charges at the Supplier’s current standard rates.
5.3 Suspension or termination of service shall not affect any other rights or remedies available to the Supplier under this Agreement or at law.
5.4 Upon termination of this Agreement, or in the event that payment is delayed, withheld, or revoked, the Supplier may, without prejudice to any other rights or remedies, immediately suspend all services, disable or revoke software access, licences, or connectivity, and recover or assist in the recovery of the Equipment from the Customer’s premises. The Customer shall provide full access and cooperation to enable such action and the Supplier shall bear no liability for any loss, interruption or cost arising from such suspension or recovery.
6.1 The Supplier’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort, breach of statutory duty or otherwise, shall not exceed the total amount payable by the Customer for the Equipment during the twelve (12) months immediately preceding the event giving rise to the claim.
6.2 The Customer acknowledges that the Equipment may temporarily become unavailable due to maintenance, software updates, connectivity issues or external network interruptions. The Supplier shall not be liable for any downtime, loss of use or consequential loss arising from such events.
6.3 The Customer shall indemnify, defend and hold harmless the Supplier, its directors, employees and agents from and against any and all claims, damages, losses, regulatory penalties and expenses (including reasonable legal fees) arising out of or in connection with:
7.1 All software, firmware, analytics and Internet of Things (IoT) services provided or embedded within the Equipment, including but not limited to the upSPARK platform, monitoring tools and associated data systems, shall remain the exclusive intellectual property of the Supplier.
7.2 The Customer is granted only a limited, non-exclusive, non-transferable and revocable licence to use such software and services strictly for the operation of the Equipment during the term of this Agreement.
7.3 The Customer shall not, and shall not permit any third party to, reverse-engineer, copy, decompile, disassemble, modify or integrate any part of the Supplier’s software, firmware or systems with other equipment or software without the Supplier’s prior written consent.
8.1 The Supplier shall implement and maintain appropriate technical and organisational measures to protect all Customer Data processed or accessed during the provision of the Equipment or Services. Such measures shall include access controls, encryption of data in transit, secure storage practices and regular monitoring of systems for security vulnerabilities.
8.2 The Supplier is registered with the Information Commissioner’s Office (ICO) under certificate number ZA431180. The Supplier shall comply with all applicable data protection laws in force in the United Kingdom, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, insofar as such laws apply to the processing of personal data under this Agreement.
8.3 The Customer shall be responsible for ensuring that its own network, internet connection and access environment are secure and shall take reasonable steps to prevent unauthorised access to the Equipment, software or related systems.
8.4 The Supplier shall have no liability for any data loss, breach or unauthorised access arising from:
(a) the Customer’s own network, devices or security measures;
(b) the Customer’s failure to follow guidance, updates or security recommendations provided by the Supplier; or
(c) any third-party system or integration not supplied or controlled by the Supplier.
9.1 The Supplier shall not be liable for any delay, failure or interruption in performing its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, fire, flood, epidemic, pandemic, government restriction, embargo, strike, labour dispute, manufacturer or logistics delay, shortage of materials or components, network or power outage or any similar event.
9.2 The Supplier shall have no liability for any loss, cost or damage suffered by the Customer as a result of a Force Majeure event, and the occurrence of such an event shall not entitle the Customer to withhold or delay any payment due under this Agreement.
10.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
10.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, its subject matter or its formation.
1.1 The purpose of this SLA is to define the level of service, support and maintenance that the Supplier shall provide in connection with the SPARK SP50 and associated equipment supplied under the Agreement.
1.2 This SLA sets out the standards of performance, response times, maintenance schedules and responsibilities of each party to ensure the proper use, ongoing functionality and upkeep of the Equipment.
1.3 The provisions of this SLA apply to the services as described in the main Agreement. Any services not specifically included in the Customer’s selected package shall be deemed out of scope and may be chargeable in accordance with Appendix 1 or a separate agreement.
Exclusions
This SLA does not cover:
Supplier Responsibilities
The Supplier shall:
Customer Responsibilities
The Customer shall:
Should the Customer fail to meet any of the above responsibilities, the Supplier reserves the right to suspend support, decline warranty claims or charge the Customer at prevailing rates for any remedial work required as a result of such failure. Any damage, malfunction or performance issue arising from the Customer’s non-compliance shall not be covered under warranty or the agreed service levels.
3.1 The Supplier shall provide technical support to the Customer during Business Hours (8:00 am – 5:00 pm, Monday to Friday, excluding UK public holidays) through the following channels:
Helpdesk: helpcentre.sparkepos.com
Email: support@sparkepos.com
Telephone: 020 7123 9206
Remote Access: Diagnostic and troubleshooting support, subject to the Customer maintaining a stable internet connection.
3.2 Support services include:
3.3 Issues reported outside Business Hours will be logged and acknowledged at the start of the next Business Day unless the Customer’s package includes extended-hours support.
3.4 Where a fault cannot be resolved remotely, the Supplier may arrange an onsite visit at its discretion. Onsite visits outside the Customer’s package coverage will be chargeable at the rates set out in Appendix 1.
3.5 The Supplier shall use reasonable endeavours to acknowledge all support requests within 48 hours during Business Hours, unless the Customer’s selected lease package provides for shorter response time. All response and resolution times are subject to the Customer providing adequate site access, network connectivity and necessary information, and are targets only and not guarantees of performance.
3.6 The Supplier shall not be liable for any delay, interruption or failure to provide support or carry out repairs where such delay or failure is caused by factors outside its reasonable control, including but not limited to: parts or component unavailability; delays in shipment or customs clearance; manufacturer or third-party supply constraints; network or connectivity failures; Customer inaction or failure to provide information; power outages; unsafe or inaccessible site conditions; interference by unauthorised personnel; environmental or structural obstacles; or any other circumstance that prevents or restricts the Supplier from carrying out diagnosis or repair in a timely manner.
3.7 For the avoidance of doubt, the provision by the Supplier of support, maintenance, repairs, remote diagnostics, remote access, updates, guidance or troubleshooting services shall not constitute operation, supervision or control of the Equipment by the Supplier and shall not transfer any operational responsibility back to the Supplier.
4.1 Where preventative maintenance has been paid for or is included in the Customer’s selected package as set out in the main Agreement, the Supplier shall carry out such maintenance on the Equipment in accordance with the agreed schedule.
4.2 Preventative maintenance covers inspection, calibration, software updates and cleaning of key components necessary for the Equipment’s continued operation.
4.3 The Supplier will provide replacement parts as required, subject to warranty coverage. Parts not covered by warranty will be chargeable.
4.4 The Customer shall perform all Routine maintenance tasks as provided by the Supplier and any maintenance schedules or notifications generated through the upSPARK maintenance platform. Tasks assigned through upSPARK are mandatory and must be completed by the Customer in accordance with the prescribed frequency and instructions. Failure to perform these tasks, or to follow the Routine as updated or communicated by the Supplier, may affect or void the applicable warranty terms.
4.5 Where faults, damage or breakdowns occur as a result of the Customer’s failure to complete Routine or upSPARK maintenance tasks, misuse, neglect, environmental conditions or unauthorised modification, the Supplier reserves the right to charge the Customer for repair, replacement and any associated travel or labour costs at the Supplier’s current standard rates.
4.6 The Supplier shall not be responsible for any downtime, performance degradation, or loss of use arising from the Customer’s failure to maintain the Equipment, perform upSPARK-assigned tasks, comply with Routine requirements, or provide site access for scheduled maintenance.
4A Maintenance Compliance and upSPARK Digital Record-keeping
4A.1 The Supplier provides the Customer with access to its proprietary maintenance-management platform upSPARK, which enables the Customer to view, log and record the required daily, weekly, monthly, quarterly and yearly maintenance routines for the Equipment.
4A.2 The Customer shall perform all prescribed maintenance activities in accordance with the instructions, standards and intervals displayed within upSPARK, including but not limited to cleaning, inspection and replacement of consumables.
4A.3 The Customer shall ensure that all maintenance actions are accurately logged and verified within upSPARK as evidence of compliance. Incomplete, missing or inaccurate records shall be deemed non-compliance.
4A.4 Failure to carry out the required maintenance tasks or to record them properly in upSPARK, may result in suspension of warranty coverage and/or the imposition of additional charges for remedial repair, replacement parts or service call-outs at the Supplier’s prevailing rates.
4A.5 The Supplier reserves the right to review upSPARK maintenance logs when assessing warranty eligibility or investigating any reported fault. Where records are incomplete or unreliable, the Supplier may reasonably conclude that maintenance obligations were not fulfilled and may refuse warranty or service claims accordingly.
4A.6 The Customer acknowledges that the maintenance schedule provided through upSPARK may be updated or amended from time to time in line with manufacturer recommendations, operational conditions or software revisions. The Customer shall implement such updates promptly to maintain warranty validity.
4A.7 The Supplier shall not be responsible for any downtime, performance degradation or loss of use resulting from the Customer’s failure to perform, record or verify tasks within upSPARK, or to apply updated maintenance instructions issued through the platform.
5.1 The Supplier shall use reasonable endeavours to provide Services within the indicative service levels. These service levels represent best-effort targets only and shall not be interpreted as binding performance guarantees or service commitments.
5.2 Indicative service levels are as follows:
5.3 Resolution times are subject to site location, distance, travel time, traffic conditions, site access requirements, weather and the availability of qualified personnel or replacement parts.
5.4 The Supplier shall not be liable for any delay or deviation from these indicative service levels where the delay arises directly or indirectly from any cause beyond its reasonable control, including but not limited to:
5.5 The Supplier shall not be responsible for any indirect, incidental or consequential losses, including downtime, loss of use or business interruption, arising from or in connection with any service delay, scheduling or performance issue.
5.6 All service level targets and response times stated in this Schedule are estimates only and do not constitute conditions, warranties or guarantees of performance. Failure to meet any target or response time shall not entitle the Customer to terminate this Agreement, withhold payment or claim any form of compensation or damages.
6.1 The Equipment is supplied with a manufacturer’s warranty as stated in the main Agreement and package description.
6.2 The warranty covers defective parts resulting solely from manufacturing faults under normal use conditions. Labour, wear-and-tear components, consumables, accidental damage, misuse or neglect are excluded.
6.3 Under the manufacturer’s warranty terms, the Supplier will supply parts for repair or replacement at no additional charge, provided the warranty remains valid.
6.4 For parts no longer covered by the manufacturer’s warranty, the Supplier will supply parts for repair or replacement at additional cost.
6.5 Any modification, relocation or interference with the Equipment by the Customer or unauthorised third parties shall immediately void the warranty and any associated service obligations.
6.6 The Supplier’s sole responsibility under warranty is limited to repair or replacement of defective parts. No further warranties, whether express or implied, including fitness for a particular purpose, shall apply.
6.7 For the avoidance of doubt, the warranty rights set out in this Agreement are the Customer’s sole rights in relation to defective Equipment or parts and do not create any general right of cancellation, return, rejection or refund except as expressly stated in the main Agreement or where required by law.
7.1 The Customer shall be responsible for purchasing, stocking and replacing all Consumables required for the continued operation of the Equipment, unless such Consumables are already included in the Customer’s selected package. Where the Customer’s usage exceeds the quantities included in the package as set out in the main Agreement or where additional Consumables are required due to overuse, improper maintenance or operational demand, the Customer shall purchase the necessary replacements at the Supplier’s prevailing rates.
8.1 The Supplier shall, subject to the Customer’s selected package under the main Agreement, provide initial onsite training for the Customer’s staff during installation to ensure safe and proper operation of the Equipment.
8.2 Training will include:
8.3 The Supplier shall provide the Customer the Equipment’s user manuals and operating guides, supplied as digital or physical copies for reference. These materials are provided for informational purposes only and may be revised, updated or replaced by the Supplier from time to time without prior notice.
8.4 Additional or refresher training sessions requested by the Customer shall be subject to the Supplier’s availability and charged at the rates set out in Appendix 1.
8.5 The Customer shall ensure that only trained and authorised personnel operate the Equipment. The Supplier shall not be liable for any fault, damage or safety incident resulting from untrained use or failure to follow guidance.
8.6 Handover of the Equipment shall take place upon completion of delivery, installation and configuration where applicable, and initial training provided by the Supplier.
8.7 From the point of Handover, the Customer shall assume full operational control of the Equipment and shall be solely responsible for its day-to-day use, operation, monitoring and supervision.
8.8 The Customer shall ensure that only properly trained, authorised and competent personnel operate or interact with the Equipment and shall remain responsible for compliance with all applicable legal, regulatory and health and safety obligations relating to its operation and use.
9.1 This Service Level Agreement shall automatically expire or terminate upon the expiry or termination of the main Agreement for any reason, without the need for further notice from the Supplier.
9.2 Upon such expiry or termination, all obligations of the Supplier under this Service Level Agreement shall immediately cease, including but not limited to the provision of services, maintenance, support, training, updates or spare parts.
9.3 The Supplier shall have no liability to the Customer or any third party for any loss, cost or claim arising out of or in connection with the expiry or termination of this Service Level Agreement.
9.4 Any subsequent services requested by the Customer after such expiry or termination shall, at the Supplier’s sole discretion, be subject to a new written agreement and applicable charges at the Supplier’s current standard rates.
10.1 The Supplier’s total aggregate liability arising out of or in connection with this SLA, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total amount payable by the Customer for the Equipment during the twelve (12) months immediately preceding the event giving rise to the claim.
10.2 The Customer acknowledges that the Equipment may temporarily become unavailable due to maintenance, software updates or connectivity issues and that the Supplier shall not be liable for any interruption of service caused by such events.
10.3 The Customer shall indemnify and keep indemnified the Supplier, its officers, employees and agents against all claims, losses, liabilities, damages, costs and expenses, including reasonable legal costs and expenses, arising out of or in connection with:
(a) the Customer’s operation, use, storage, deployment or supervision of the Equipment;
(b) any breach of this Agreement by the Customer;
(c) any misuse, negligent operation, unauthorised use, modification, relocation or interference with the Equipment by the Customer or its personnel;
(d) any damage to the Equipment caused by the Customer, its staff, contractors, agents or visitors; and
(e) any third-party claim arising from the Customer’s premises, site conditions, operational environment or use of the Equipment.
11.1 The Customer acknowledges that any insurance maintained by the Supplier shall not extend to the Customer’s possession, use or operation of the Equipment following Handover, nor shall it cover third-party risks arising at the Customer’s premises or operational environment after Handover.
11.2 From the date of Handover and for so long as the Customer has possession, control or use of the Equipment, the Customer shall, at its own cost, obtain and maintain adequate insurance, including where applicable:
(a) public liability insurance;
(b) employer’s liability insurance;
(c) insurance covering the replacement value of the Equipment and against accidental damage, theft, loss, destruction or damage; and
(d) any other insurance reasonably required in connection with the operation, storage, movement or use of autonomous, robotic or automated equipment.
11.3 Such insurance shall cover, where relevant, risks arising from the use, storage, movement, deployment and operation of the Equipment, including risks of third-party injury, death, property damage or other loss occurring at or in connection with the Customer’s premises, staff, customers, contractors, visitors or site environment.
11.4 The Customer shall provide evidence of such insurance to the Supplier upon reasonable request.
11.5 Upon Handover, all operational risk in the Equipment shall pass entirely to the Customer and the Supplier shall have no responsibility for any loss, damage, liability or cost arising from the Customer’s continued possession, use or operation of the Equipment, except to the extent expressly stated under the warranty provisions of this Agreement or where liability cannot lawfully be excluded.
12.1 All fees, rates and charges specified in this agreement and its Appendices are subject to review and adjustment by the Supplier at any time during the term of this Agreement. The Supplier reserves the right to adjust such fees in line with prevailing market conditions, increases in labour or material costs or other operational factors.
12.2 Any adjustments will be notified to the Customer in writing or by the usual method of communication, including by email, not less than 60 days in advance of the effective date of the change. Such notification shall constitute valid notice and the revised fees shall automatically apply from the date specified in the notice, unless otherwise agreed in writing between the parties.
12.3 Continued use of the services or acceptance of additional parts or consumables after notification shall constitute deemed acceptance of the revised fees.
