Terms of Supply of Goods and Services

1. DEFINITIONS

Company means RETaiL AI Limited.

Customer means the purchasing retailer or entity.

System means the RaiD10 platform including hardware, software, AI and audio services.

DataCube means the RETaiL AI control dashboard.

Services means all AI, audio, support and related services.

Hardware means all supplied physical equipment.

Subscription means ongoing access to software, AI and audio services.

2. CONTRACT FORMATION

2.1 A contract is formed when an invoice is issued by the Company, and payment is received in full or as agreed.

2.2 By completing onboarding, accessing the DataCube, or using the System, the Customer confirms acceptance of these Terms.

2.3 These Terms override any Customer purchase terms unless agreed in writing.

3. SCOPE OF SUPPLY

3.1 The Company supplies:

• AI-enabled hardware and processing systems
• Audio hardware and broadcast systems (where applicable)
• Installation services (engineer or plug & play)
• Access to the DataCube platform
• AI detection services
• Audio services (network, enhanced or premium)
• Technical support services

3.2 Supply may be:

• Hardware only
• Hardware and installation
• Software and subscription services

4. INSTALLATION

4.1 Engineer Installation

4.1.1 Applies where hardware installation is included.

4.1.2 Installation is scheduled subject to availability.

4.1.3 The Customer must:

• Provide access to site
• Ensure readiness of power and internet
• Ensure authorised access to systems

4.1.4 Failed or missed installations may incur additional charges.

4.2 Plug & Play Installation (Self-Install)

4.2.1 Applies where no engineer installation is included.

4.2.2 The Customer is fully responsible for:

• Installation of hardware
• Network connectivity
• CCTV integration
• Audio integration (where applicable)

4.2.3 The Company provides guidance only and is not responsible for installation execution.

4.2.4 The Company is not liable for delays caused by:

• Failure to install
• Incorrect installation
• Lack of engagement

4.3 Installation Scope & Standard Labour Allowance

4.3.1 All installation packages are based on a standard labour allocation, calculated using:

• Number of speakers to be installed
• Standard retail building layout
• Standard suspended ceiling structures
• Normal access conditions

4.3.2 This allocation represents the expected time required under typical installation conditions.

4.4 Non-Standard Installation Conditions

4.4.1 Where installation conditions deviate from standard assumptions, additional time may be required.

Examples include (but are not limited to):

• Restricted ceiling access
• Excessive ceiling height
• Poor ceiling condition or unsafe structures
• Solid ceilings or non-suspended structures
• Obstructed cable routes
• Complex building layouts

4.4.2 In such cases:

• The Customer will be notified in advance
• Additional labour time will be quoted and agreed where possible

4.4.3 Additional labour, materials, or equipment required will be chargeable to the Customer.

4.5 Refusal of Additional Installation Charges

4.5.1 If the Customer declines to approve additional required installation time:

• The installer will complete work only within the originally allocated hours
• Installation will be prioritised as follows:
• AI hardware (mandatory)
• Amplifier
• Speakers installed within available time

4.5.2 Any remaining installation work becomes the responsibility of the Customer.

4.5.3 The Customer may:

• Engage their own contractors to complete installation
• Do so at their own cost and risk

4.6 Additional Equipment Requirements

4.6.1 Where installation requires additional equipment not included in the original scope (including but not limited to switches, cabling, mounts, or network hardware):

• These will be charged to the Customer
• The Customer will be informed prior to supply where reasonably possible

4.7 Plug & Play Installation (Customer-Led - Additional Terms)

4.7.1 Under Plug & Play supply:

The Customer is responsible for connecting:

• DataCube hardware
• Network connection
• CCTV integration
• Audio input/output (if applicable)

4.7.2 The Company provides guidance only and is not responsible for installation completion.

4.8 Professional Plug & Play Installation Service

4.8.1 The Company offers an optional Professional Plug & Play Installation Service:

• Fee: £299.99 + VAT
• Includes up to 30 miles round trip travel

4.8.2 Additional charges apply for:

• Mileage beyond 30 miles
• Additional time required beyond standard connection
• Complex setup beyond basic Plug & Play
• Additional equipment required

4.8.3 Where installation exceeds standard Plug & Play scope:

• Additional labour will be chargeable
• Additional travel may be chargeable
• Additional equipment may be chargeable

4.8.4 The Customer will be informed where additional charges are required.

5. ONBOARDING & CUSTOMER INPUT

5.1 The Customer must provide accurate and complete onboarding information, including:

• CCTV credentials
• Store layout & structure
• Camera positioning
• Audio preferences

5.2 Failure to provide required information will delay deployment and may result in additional costs.

5.3 The Company is not responsible for delays or costs caused by incomplete onboarding.

6. CCTV & TECHNICAL REQUIREMENTS

6.1 The System is dependent on:

• Continuous CCTV access
• Correct camera positioning
• Stable internet connection

6.2 The Customer must:

• Provide valid CCTV credentials
• Maintain access at all times
• Ensure cameras meet required positioning standards

6.3 Failure to meet these requirements may:

• Prevent system activation
• Reduce system performance
• Delay deployment

6.4 Minimum System Requirements

6.4.1 The System requires:

• Two opposing cameras covering each protected area or aisle
• A minimum 1Gb internal network infrastructure
• A broadband connection with minimum 50Mbps download speed
• Commercial-grade CCTV hardware and software

6.4.2 Techno-Mate CCTV hardware is not compatible with RETaiL AI AI services.

6.4.3 Where compatibility is unclear, the Customer should contact RETaiL AI prior to purchase.

6.4.4 Failure to meet minimum system requirements may:

• Prevent AI activation
• Delay deployment
• Reduce system performance
• Require hardware or network upgrades

6.5.5 No refunds will be provided where the Customer’s site, network, or CCTV infrastructure does not meet the minimum requirements for deployment.

7. AI SYSTEM PERFORMANCE

7.1 The AI system is based on behavioural analysis and probability.

7.2 The Company does not guarantee:

• Detection of all theft
• Prevention of loss
• Continuous detection in all conditions

7.3 System performance depends on:

• CCTV setup
• Environment
• Calibration
• Customer engagement

8. AI INTEGRATION & CALIBRATION

8.1 AI integration may take up to 28 days from system readiness.

8.2 Calibration:

• Is a mandatory 28-day process
• Is retailer-led
• Requires daily testing

8.3 Failure to complete calibration:

• Will delay optimisation
• May reduce system performance

8.4 The Company is not responsible for performance where calibration requirements are not met.

9. AUDIO SERVICES

9.1 Network Audio:

• Provided as a standard audio stream
• Content is dynamic and subject to change

9.2 Enhanced Audio:

• Allows control of music and messaging
• Includes configurable USP messaging

9.3 Premium Audio:

• Includes bespoke production services
• Production timelines may be up to 28 days from script approval

9.4 Delays caused by the Customer (including failure to approve scripts) will delay delivery.

9.5 Music Licensing (PRS / PPL)

9.5.1 The Customer acknowledges that playing licensed music in a commercial environment requires a valid music licence from PRS for Music and PPL.

9.5.2 The Customer is solely responsible for obtaining and maintaining the appropriate licence, which can be obtained from:

https://pplprs.co.uk/get-themusiclicence/

9.5.3 The Company does not provide music licensing as part of any product, service, or subscription.

9.5.4 No subscription fees or payments made to the Company include PRS or PPL licensing fees.

9.5.5 The Company shall not be liable for any failure by the Customer to obtain or maintain the required licence.

9.5.6 The Company may provide guidance or assistance in obtaining a licence; however, this does not transfer responsibility from the Customer.

10. SUBSCRIPTIONS

10.1 Subscription means ongoing access to software, AI, audio and support services..

10.2 DataCube & IceCube Hardware is supplied in installer mode and may provide temporary installation audio services until:

• Engineer installation is completed and confirmed; or
• Plug & Play setup is confirmed by the Customer

10.3 Following installation confirmation:

• The System will automatically restrict
• AI integration will not commence
• Audio services will not remain active

until an active subscription is established.

10.4 Subscription activation enables:

• AI integration services
• CCTV configuration and connection
• DataCube activation
• Personalised audio deployment
• Technical onboarding
• Ongoing support services

10.5 Without an active subscription:

• AI services will not activate
• DataCube access may restrict
• Audio services may pause or revert to network feed mode
• Support and integration services will not be provided

10.6 Subscriptions:

• Operate on a rolling monthly basis
• Have no minimum term
• May be cancelled at any time by:
  • Notifying RETaiL AI Accounts; or
  • Stopping payment

10.7 Where payment is not maintained:

• Services may automatically restrict
• AI functionality may disable
• Audio licensing rights may cease
• DataCube access may be limited

10.8 Accounts remaining in restricted status for more than 30 days may:

• Be removed from active systems
• Require reconnection and administration work before reactivation

10.9 Reinstatement within 28 days typically requires:

• Settlement of outstanding balances

10.10 Reinstatement after 30 days may require:

• Reconnection fees
• System reconfiguration
• Reallocation of support resources

10.11 Accounts inactive for more than 60 days may be treated as cancelled.

10.12 Following account cancellation:

• Personalised audio licensing may be removed
• Re-licensing fees may apply
• The System may operate in standard network feed mode only until new licensing fees are paid.

11. CUSTOMER RESPONSIBILITIES

The Customer must:

Technical

• Maintain internet connectivity
• Maintain CCTV access
• Provide and maintain credentials

Operational

• Complete calibration
• Conduct daily testing
• Use the DataCube system

Compliance

• Maintain active subscriptions
• Not alter system infrastructure without notice
• Notify the Company in advance of changes to ISP, network, or CCTV systems

Failure to comply may affect system performance.

12. SUPPORT SERVICES

12.1 The Company provides:

• AI support
• Audio/broadcast support

12.2 Support is:

• Provided during operational hours
• Reactive to reported issues

12.3 The Customer must:

• Report issues promptly
• Follow support guidance

12.4 The Company is not responsible for delays caused by failure to report issues.

12.5 Customer Services

12.5.1 Customer service support is available during the following hours: Monday to Friday, 10:00am to 6:00pm.

12.5.2 Customer services can be contacted via Telephone: 01698 451949.

12.5.3 Customer services are separate from real-time technical support and are intended for general enquiries, account queries, and assistance.

12.6 Complaints Procedure

12.6.1 Formal complaints must be submitted in writing via email to: complaints@retail-ai.uk.

12.6.2 Submission of a complaint via this email address initiates the Company’s official complaints process.

12.6.3 The Company will acknowledge and respond to complaints in accordance with its internal procedures.

13. WARRANTY

13.1 Hardware is supplied with a return-to-base warranty (typically 24 months unless stated otherwise).

13.2 Warranty does not cover:

• Network issues
• CCTV configuration
• Third-party systems
• Misuse or incorrect installation

14. TITLE & RISK

14.1 Ownership of goods remains with the Company until paid in full.

14.2 Risk transfers to the Customer upon delivery.

14.3 The Company reserves the right to:

• Reclaim goods
• Disable systems in case of non-payment

14.4 Bespoke Hardware Returns & Refunds

14.4.1 All bespoke hardware, installation services, configuration work, onboarding services, audio production, and labour charges are non-refundable once supplied, delivered, installed, configured, or dispatched.

14.4.2 Bespoke Hardware purchases are final and are not conditional upon:

• AI activation
• Subscription activation
• Calibration completion
• Customer engagement
• CCTV compatibility
• Network compatibility
• Retailer participation requirements

14.4.3 The Customer is responsible for ensuring their site, network, CCTV infrastructure, and operational environment meet the minimum system requirements outlined within these Terms prior to purchase.

14.4.4 Failure by the Customer to:

• Maintain an active subscription
• Complete onboarding
• Complete calibration
• Maintain compatible infrastructure
• Maintain system access

does not create any entitlement to refund, chargeback, or cancellation of hardware invoices.

14.4.5 Where RETaiL AI supplies replacement or upgraded hardware as a goodwill gesture, such supply remains conditional upon compliance with active subscription requirements and these Terms.

15. EXECUTIVE REVIEW

15.1 Following calibration, the Company may conduct an Executive Review.

15.2 This determines:

• System readiness
• Operational performance

16. LIMITATION OF LIABILITY

16.1 The Company is not liable for:

• Theft or stock loss
• Loss of profit
• Business interruption
• Indirect or consequential loss

16.2 Total liability is limited to the value of the contract.

17. TERMINATION & SUSPENSION

17.1 The Company may suspend services if:

• Payment is not made
• System access is blocked
• Terms are breached

17.2 Suspension may result in loss of system functionality.

18. GENERAL

18.1 These Terms are governed by the laws of Scotland.

18.2 Any disputes will be subject to the jurisdiction of Scottish courts.

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