These Terms & Conditions govern your use of the Sipo Cloud POS platform, hardware, and related services. Please read them carefully — by signing up, placing an order, or using our services, you agree to be bound by these terms. If you're signing up on behalf of a business, you confirm you have the authority to do so.
1. Definitions
- "Sipo", "we", "us" and "our" means Sipo Cloud POS.
- "Customer", "you" and "your" means the business or person who has entered into an agreement with us, created an account, or purchased our services or hardware.
- "Services" means the Sipo platform and any associated cloud-based software, hardware, integrations, and support services we provide.
- "Platform" means the Sipo cloud POS software, including the back-office, POS terminal app, self-ordering kiosk, online ordering, QR table ordering, kitchen display system (KDS) and cloud reporting products.
- "Hardware" means any physical equipment supplied by us, such as POS terminals, kiosks, printers, EFTPOS terminals, and KDS screens.
- "Fees" means the subscription, hardware, installation, support and other charges payable for the Services.
2. The Services we provide
Sipo provides a connected cloud platform for hospitality and retail businesses, including:
- Cloud POS system
- Self-ordering kiosks
- Online ordering for your own-brand website
- QR code table ordering
- Kitchen Display System (KDS)
- Cloud reporting and back-office tools
- Related hardware, installation, training, and ongoing support
Specific features, inclusions, and limits are described on our website, in your proposal or order form, and in any service-specific documentation we provide. Where there is a conflict, the order form and any signed agreement take precedence over marketing materials.
3. Your account and responsibilities
You agree to:
- Provide accurate, current, and complete information when you sign up and keep it up to date
- Keep your login credentials confidential and notify us immediately of any unauthorised use
- Be responsible for all activity under your account, including that of your staff and authorised users
- Use the Services only for lawful business purposes and in compliance with New Zealand law
- Ensure your staff are trained to use the Services appropriately
- Maintain suitable internet connectivity and power at your premises for the Services to operate reliably
4. Subscription fees and payment
Sipo is typically provided on a flat weekly subscription basis with zero commission on orders processed. Your fee plan, billing cycle, and any inclusions (support, updates, integrations) are set out in your order form or signed agreement.
4.1 Billing
- Fees are charged in advance on the agreed billing cycle (typically weekly or monthly).
- We will use the payment method on file (direct debit, credit card or automated bank transfer). You authorise us to charge that method.
- All amounts are in New Zealand dollars (NZD) and exclusive of GST unless stated otherwise. GST will be added where applicable.
4.2 Overdue accounts
- If a payment is not received by the due date, we may suspend the Services after providing reasonable notice.
- We may charge reasonable costs of collection, including third-party debt collection and legal costs.
4.3 Price changes
We may change our fees from time to time. We will give you at least 30 days' written notice (by email or through the platform) before any price change takes effect. If you do not agree to a price change, you may terminate your subscription before it takes effect in accordance with clause 12.
5. Hardware supply and delivery
- Hardware is sold either outright, under a finance arrangement, or (in some cases) supplied as part of a bundled subscription — your order form will specify.
- Risk in Hardware passes to you on delivery. Title to Hardware sold outright passes on full payment.
- We will make reasonable efforts to meet estimated delivery dates but are not liable for delays caused by suppliers, couriers, or events outside our reasonable control.
- You are responsible for inspecting Hardware on delivery and notifying us within 7 days of any visible damage or shortfall.
- Hardware warranties from the original manufacturer apply and will be passed through to you where permitted. Consumer Guarantees Act rights (see clause 11) are not affected.
6. Acceptable use
You must not, and must not permit anyone else to:
- Use the Services in a way that breaches any law, regulation, or third-party rights
- Attempt to gain unauthorised access to the Platform, our systems, or other customers' data
- Reverse-engineer, decompile, or attempt to derive source code from the Platform
- Use the Services to transmit malware, spam, or other harmful content
- Resell, sublicense, or make the Services available to any third party without our written consent
- Interfere with or disrupt the Services or the infrastructure that supports them
We may suspend your access immediately if we reasonably believe you have breached this clause, particularly where continued access would put other customers, our systems, or our business at risk.
7. Intellectual property
Sipo and our licensors retain all right, title and interest in and to the Platform, the Sipo brand, documentation, and any improvements or feedback arising from your use of the Services. You are granted a non-exclusive, non-transferable right to use the Platform for your own business during the term of your subscription.
You own your data. Data you or your staff enter into the Platform — including menu content, product catalogues, customer records, order history, and transaction data — remains yours. You grant us the limited rights needed to host, process, back up and serve that data as part of delivering the Services.
8. Third-party services and integrations
The Platform integrates with a number of third-party services — including EFTPOS providers (for example Windcave, Verifone, Tyro, Smartpay, Worldline, Shift4), payment processors (for example Stripe, PayPal, GoCardless, Pin Payments), accounting tools (for example Xero), delivery platforms (for example DoorDash and Uber Eats), and marketing tools (for example Mailchimp).
Your use of those third-party services is governed by the separate terms of each provider. Sipo is not responsible for the availability, performance, fees, or policies of third-party services. Where a third-party service goes down or changes its API, we will work to restore or adapt the integration as quickly as we reasonably can.
9. Data, privacy, and security
We take data handling seriously. How we collect, use, store and protect personal information is described in our Privacy Policy, which forms part of these terms. Where we process personal information on your behalf (for example, data about your own customers), we act as a data processor and you remain the data controller under the Privacy Act 2020.
10. Service availability and support
We work hard to keep the Platform running reliably around the clock — that's the job. We will use commercially reasonable efforts to make the Services available, provide timely support, and promptly resolve outages.
However, the Services are provided on an "as is" and "as available" basis. We do not guarantee that the Platform will be uninterrupted, error-free, or free from outages caused by scheduled maintenance, third-party services, internet connectivity, hardware failure, or events outside our reasonable control. Specific service levels, if any, will be set out in your order form or a separate service level agreement.
11. Consumer Guarantees Act & Fair Trading Act
If you acquire the Services for the purposes of a business (which is the usual case for Sipo customers), the parties agree that the Consumer Guarantees Act 1993 does not apply, to the maximum extent permitted by law. You confirm that contracting out of the Consumer Guarantees Act is fair and reasonable in the circumstances.
Nothing in these terms limits your rights under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 where you acquire the Services as a consumer (not for business purposes). Those rights continue to apply.
12. Limitation of liability
To the maximum extent permitted by law:
- We are not liable for any indirect, consequential, special, or incidental loss — including loss of profit, loss of revenue, loss of goodwill, loss of data, or loss of business opportunity — even if we have been advised of the possibility of such loss.
- Our total aggregate liability to you for any claim arising out of or in connection with these terms or the Services is limited to the fees you have paid to us in the 12 months immediately before the event giving rise to the claim.
- We are not liable for any failure or delay caused by events outside our reasonable control, including internet outages, power failures, third-party service outages, pandemics, natural disasters, or acts of government.
Nothing in these terms limits any liability that cannot be limited or excluded under New Zealand law.
13. Term and termination
13.1 Term
Your agreement starts when you sign up or place an order, and continues for the initial term set out in your order form. After the initial term, the agreement continues on a rolling basis on the same billing cycle until terminated.
13.2 Termination by you
After any initial term, you may terminate your subscription by giving us written notice as set out in your order form (typically 30 days). Early termination during a fixed-term period may incur the remaining committed fees, as set out in your order form.
13.3 Termination by us
We may suspend or terminate your access to the Services if:
- You materially breach these terms and fail to fix the breach within 14 days of written notice; or
- Your account is more than 30 days overdue and you have not engaged with us to resolve it; or
- You become insolvent, enter liquidation, or cease to trade.
13.4 What happens on termination
- Your right to access the Platform ends.
- You remain liable for any fees properly owing up to the date of termination.
- On request made within 30 days after termination, we will make a reasonable export of your data available to you (for example, a CSV or database dump of your menu, customer and transaction records).
- After that 30-day window, we may delete your data from our active systems, subject to any backups and any legal retention obligations.
14. Changes to these terms
We may update these terms from time to time to reflect changes in our services, industry practice, or the law. When we make a significant change, we will give you at least 30 days' notice by email or through the platform. If you continue to use the Services after the change takes effect, you accept the updated terms.
15. General
15.1 Governing law and jurisdiction
These terms are governed by the laws of New Zealand. You and we submit to the exclusive jurisdiction of the New Zealand courts to resolve any dispute arising out of or in connection with these terms.
15.2 Entire agreement
These terms, together with your order form, the Privacy Policy, and any other documents referenced in your agreement, make up the entire agreement between you and us regarding the Services.
15.3 Assignment
You may not assign or transfer your rights or obligations under these terms without our prior written consent. We may assign our rights and obligations to a related company or to a purchaser of our business.
15.4 No waiver
If we don't enforce a right under these terms on any occasion, that doesn't mean we've waived the right to enforce it later.
15.5 Severability
If any part of these terms is found to be invalid or unenforceable, the rest of the terms continue in full force.
16. Contact us
For questions about these terms, or to send a legal notice:
- Legal: legal@sipocloudpos.co.nz
- General enquiries: info@sipocloudpos.co.nz
- Phone: 0800 334 636