Terms & Conditions

01About these terms

These terms and conditions ("Terms") govern the supply by iFusion Systems Limited ("iFusion", "we", "us" or "our") of fare collection hardware, software and related services to business customers ("you" or "the Customer"). They apply to the sale, licence, installation and support of our products, including the On Bus Machine (X Series), Portable (P Series), Tap & Go (T Series), Bus Stop Displays, the Merlin AI platform and School Tracker.

These Terms are intended for use by businesses and public bodies. They do not apply to consumers. By placing an order, signing an order form or accepting a quotation, you agree to these Terms, which together with the relevant order form and any agreed schedules form the contract between us (the "Contract"). Where a separate signed master agreement exists between us, that agreement takes precedence.

02Definitions

• Products — the hardware devices we supply, including fare collection terminals, contactless readers and passenger information displays.
• Software — the iFusion software supplied or made available with the Products, including Merlin AI and School Tracker, and any updates.
• Services — installation, configuration, support, maintenance, hosting and professional services we provide.
• ITSO — the UK national standard for interoperable smart ticketing administered by the Integrated Transport Smartcard Organisation.
• Order — your request to purchase Products, licence Software or receive Services, as set out in an order form or accepted quotation.

03Forming a contract

A quotation is an invitation to deal and does not constitute an offer. Quotations are valid for 30 days from their date unless stated otherwise. An Order is only accepted, and a Contract formed, when we issue a written acknowledgement or commence delivery of the Products, Software or Services.

Any samples, descriptions, specifications or marketing materials are produced solely to give an approximate idea of the Products and do not form part of the Contract. We may make changes to a Product specification that are required to comply with applicable law or safety requirements, or which do not materially affect its quality or performance.

04Products and specifications

We will supply the Products in accordance with the specification set out in the relevant order form or datasheet. Our Products are designed and built for UK public transport use and, where stated, are ITSO-certified and CE / UKCA marked.

You are responsible for ensuring that the Products you order are suitable for your intended use, vehicles and operating environment. We are happy to advise, but final responsibility for fitness for your particular purpose rests with you unless we have expressly confirmed suitability in writing.

05Software licence

Software supplied with the Products is licensed, not sold. Subject to your payment of the applicable charges and compliance with these Terms, we grant you a non-exclusive, non-transferable licence to use the Software for your internal business purposes for the term set out in the Order.

You must not, except as permitted by law: copy, modify, reverse engineer or create derivative works of the Software; sub-licence, resell or make it available to third parties; or remove any proprietary notices. The Merlin AI platform and School Tracker are provided as hosted services and may be updated, improved or modified by us from time to time, provided that we do not materially reduce their core functionality during a subscription term.

06Delivery, installation and acceptance

We will use reasonable efforts to deliver and, where agreed, install the Products by the date or within the timescale indicated. Delivery and installation dates are estimates only and time is not of the essence unless expressly agreed in writing.

You will provide safe and timely access to vehicles, premises, power and network connectivity needed for installation and commissioning. Where acceptance testing is agreed, the Products and Software will be deemed accepted on the earlier of (a) successful completion of the agreed acceptance tests, or (b) your use of the Products or Software in live operation.

07Title and risk

Risk in the Products passes to you on delivery. Title to the Products does not pass to you until we have received payment in full of all sums due in respect of them. Until title passes, you must store the Products separately, keep them identifiable as our property, and not dispose of or encumber them. Title to Software and other intellectual property never passes to you and is dealt with under section 12.

08Charges and payment

Charges are as set out in the Order. Unless stated otherwise, prices exclude VAT and any delivery, installation, carriage or insurance costs, which will be added at the applicable rate.

Unless agreed otherwise in writing, invoices are payable within 30 days of the invoice date. Subscription and support charges are billed in advance. We may charge interest on overdue amounts at 4% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend Services or deliveries while sums remain overdue. You must pay all amounts in full without set-off or deduction except as required by law.

09Support and maintenance

Where you purchase support and maintenance, we will provide it in accordance with the service levels set out in the applicable schedule. This may include helpdesk support, remote diagnostics, firmware and software updates, and repair or replacement of faulty hardware.

Support does not cover faults caused by misuse, unauthorised modification, accident, failure to follow our instructions, or use of the Products with incompatible third-party equipment. Additional or out-of-scope work may be chargeable at our then-current rates.

10Warranties and ITSO certification

We warrant that, for the warranty period stated in the Order (and, in the absence of a stated period, for 12 months from delivery), the Products will materially conform to their specification and be free from material defects in materials and workmanship under normal use.

We warrant that Products described as ITSO-certified hold valid ITSO certification at the time of supply. Where the ITSO standard or regulatory requirements change, we will use reasonable efforts to maintain certification through remote firmware updates, but we do not warrant uninterrupted certification beyond our reasonable control.

If a Product fails to meet this warranty, we will, at our option, repair or replace it, or refund the price of the affected Product. This is your exclusive remedy for breach of warranty. Except as expressly stated, all other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

11Your obligations

You agree to:

• use the Products, Software and Services in accordance with our instructions, the Contract and all applicable laws and regulations, including those relating to fare collection, accessibility and data protection;
• maintain the operating environment, connectivity and power required for the Products to function;
• keep the Software up to date with the updates we make available; and
• obtain and maintain any licences, permissions and authorisations needed to operate your transport services.

12Intellectual property

All intellectual property rights in the Products, Software, documentation and any related materials are and remain owned by us or our licensors. Nothing in the Contract transfers any such rights to you, other than the limited licence granted in section 5.

You grant us a non-exclusive licence to use data and materials you provide to the extent necessary to deliver the Products, Software and Services. We may use anonymised and aggregated operational data to operate, develop and improve our products, provided that such data does not identify you, your passengers or any individual.

13Data protection

Each party will comply with its obligations under the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf in providing the Software or Services — for example passenger, fare or journey data — you are the controller and we are the processor, and such processing is governed by a data processing agreement between us. Our wider privacy practices are described in our Privacy Policy.

14Limitation of liability

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

Subject to the above, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, or any indirect or consequential loss.

Subject to the above, our total aggregate liability arising under or in connection with the Contract will not exceed the total charges paid by you under the relevant Order in the 12 months preceding the event giving rise to the claim.

15Confidentiality

Each party may receive confidential information from the other. Each party will keep the other's confidential information secret, use it only for the purposes of the Contract, and not disclose it except to those of its staff and advisers who need to know it and are bound by equivalent obligations. This clause does not apply to information that is or becomes public through no breach, or that must be disclosed by law.

16Term, suspension and termination

The Contract continues for the term set out in the Order. Either party may terminate the Contract by written notice if the other commits a material breach that is not remedied within 30 days of written notice, or becomes insolvent or unable to pay its debts.

We may suspend Products, Software or Services where charges are overdue or where continued provision would breach law or risk the security or integrity of our systems. On termination, all outstanding charges become due, your licence to use the Software ends, and each party will return or destroy the other's confidential information on request. Clauses intended to survive termination — including those on payment, IP, confidentiality, liability and governing law — will continue in force.

17Events beyond our control

Neither party will be liable for any failure or delay in performing its obligations (other than payment) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, failure of telecommunications or power networks, or changes in law. The affected party will notify the other and use reasonable efforts to mitigate the effect. If the event continues for more than 90 days, either party may terminate the affected Order on written notice.

18General

• Assignment. You may not assign or transfer your rights under the Contract without our written consent. We may assign or subcontract our obligations provided your rights are not materially affected.
• Entire agreement. The Contract is the entire agreement between the parties and supersedes all prior discussions and representations.
• Variation. Any variation must be agreed in writing.
• Notices. Notices must be in writing and sent to the contact details in the Order or to Sales@iFusion.pro.
• Third parties. No one other than the parties has any right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.
• Severance. If any provision is found to be unenforceable, the remaining provisions continue in full force.

19Governing law and jurisdiction

The Contract and any dispute or claim arising out of or in connection with it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute, save that we may bring proceedings to recover overdue sums in any court of competent jurisdiction.