8. THE INFORMATION YOU SUPPLY US WITH
​
8.1 Accurate Information:
You must supply us with any information about your goods, your Premises or your business ("partner information") which we (acting reasonably) may ask you to supply, and you must ensure that such information is accurate. Such information may include your Menu, Logo, Opening Hours and Stock Levels. You acknowledge that any information you provide us with, will be added into the product as Verbatim. You agree that it is your responsibility to check all the information added into the product on your behalf is correct and complete at all times. We can accept no responsibility or liability for any costs, loss, damages you or your Customers suffer due to information being incorrect within your Order Channel or Products.
​
8.2 Menu and Pricing Information:
You are fully responsible for the data related to your menu and your prices held within the Product at all times. Where we load, enter or change your Menu and a Price list, you agree to fully check that what we have entered into the Product is shown correctly and to your full satisfaction across the order channels. We accept no responsibility for any Menu or Pricing errors, however so they occur.
​
8.3 Allergen information: You are fully responsible for providing to the Customer and updating the Product with up to date details of any allergens in the goods offered for sale via the Order Channels in accordance with applicable laws, and you acknowledge that the Product is displaying in the Order Channel the correct Allergen information. We do not undertake to check, and are not liable for checking this information on your behalf. The product may come with default Allergen information, you agree to check and confirm that all Allergen information provided in the product is correct at all times.
​
8.4 Alcohol, tobacco and smoking products: Without limiting your obligations to comply with all applicable laws and regulations: (i) if you sell alcohol products, the information provided by you within the product must include the volume and ABV of each alcohol product offered for sale by you via an Order Channel; and (ii) if you sell tobacco or other smoking products, you will ensure that the partner information provided by you, and any images of such products provided by you (if any), complies with all applicable laws relating to the marketing, sale, packaging, labelling and health information that is required to be displayed on or accompanying any such products offered for sale by you via an Order Channel.
​
8.5 Opening hours: You must keep the Product updated at all times of your hours of operation. Where you sell products that are subject to licensing restrictions (e.g. Alcohol or Tobacco), you are responsible for making sure your Opening Hours are such that products can only be sold in accordance with such restrictions.
 
8.6 Identity Documents: You agree to provide us with identification documents as required so that we can verify both your and your businesses identity and legal status. Such identity information may include passport, driving license, business documents, or any other documents that allow verification of your account for legal purposes. If you do not provide such identification documents from time to time as we require, your account may either be terminated or subject to High Risk fees.
​
 
9. USE OF OUR BRAND AND TRADEMARK
 
9.1 Trademark Use:
Unless permitted by us in writing, you are not allowed to use our Brand or Trademark other than for the purposes of marketing the services we provide you.
 
10. Fees, Quotes & fines

10.1 To the extent applicable, the pricing table at https://www.orderdigital.co.uk/pricingtable (“Pricing”) also forms part of this Agreement.
​
10.2 Fees: Dept Of Digital will provide the Services to you at the rates and for the fees (“Fees”) described on the Pricing page, linked here (https://www.orderdigital.co.uk/pricingtable) and incorporated into this Agreement.
 
The Fees include charges for Transactions (such as processing a payment, commission if applicable) and for other events connected with your Dept Of Digital Account (such as setup fees or handling a disputed charge).
 
We may revise the Fees at any time. However, we will provide you with at least 30 days’ advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).

10.3 Where your Quote Email provides for a fee at a lower price than its equivalent fee as outlined in our Pricing Table, then we will charge the Fee as outlined in our Quote for the Initial Quoted Term after which the fees in the Pricing Table can be applied by us at our discretion. All other fees not outlined in the Quote will be charged as per the Pricing Table as applicable and at our discretion.

10.3.1 If you have been offered a quote via a Quote Email that outlines your eligibility for an offer, scheme, or similar arrangement where our Commission is lower than the rates specified in the Pricing Table, we reserve the right to review your eligibility to participate in such schemes every 28 days.

If we determine that you no longer meet the eligibility criteria for the scheme, as set out and reviewed by us, we may adjust your fees to align with the rates outlined in the Pricing Table. Any changes to your fees will take effect immediately following notification, and the updated charges will be reflected on your next invoice.

10.4
In addition to the Fees, you are also responsible to us for any penalties, chargebacks or fines imposed in relation to your Stripe Account on us by Stripe or any Payment Method Provider or Payment Method Acquirer resulting from your use of Payment Processing Services in a manner not permitted by this Agreement or a Payment Method Provider’s rules and regulations.

We may deduct from your account any penalties, chargebacks or fines imposed on us as a result of your use of our services. For example if a Customer of yours requests a Chargeback with their bank and we are charged for that Chargeback (via Stripe) then we may recover the fees we have been charged by Stripe, and, in addition  our own admin fees (as outlined in our Pricing Page),  directly from you and or your Stripe account.

10.5
You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority, including any value added tax, goods and services tax, sales tax and applicable indirect and transactional taxes (“Taxes”) on the Services provided under this Agreement.

10.6 High Risk Fees: We may charge a High Risk fee if your account fails our Risk Acceptance checks. This may occur for example where we require updated Verification Documents from you, and you do no supply them within the time frame we require.
​
10.7 Payment of Our Fees:
You authorise us to deduct all our Fees (inc Services Fees and Payment Processing Fees) directly from your Payment Processor's account.  You agree that you will receive a payment from Customers, less our Fees. Where we are not able to charge our fees in this manner, we will charge you using the payment details we hold such as your credit/debit card or bank account via direct debit that you have registered with us. If we cannot do this we will invoice you and you agree to pay us within 7 business days of receipt.
​
10.8 Authorisation:
You irrevocably authorise us to have access to your Online Merchant account to enable us to deduct fees due to us.
​
10.9 Taxes:
All fees are exclusive of applicable national, provincial, state, local or other taxes (“Taxes”), unless explicitly stated otherwise. You're responsible for all applicable Taxes, and we'll charge Taxes in addition to the fees for the Services when required to do so e.g V.A.T. If you're exempt from Taxes, you must provide us with valid tax exemption documentation. We reserve the right to determine if the documentation provided is valid. Tax exemption will, provided we are satisfied its valid and applicable, only apply from and after the date we receive such documentation. If Dept Of Digital has a legal obligation to pay or collect indirect Taxes (such as value-added tax or goods and services tax) on the sale to you under the laws of your country (where you are established, have a permanent address or usually reside), you shall be liable for payment of any such indirect Taxes. Where Dept Of Digital does not have a legal obligation to pay or collect indirect Taxes on a sale of Paid Services to you, you may be required to self-assess those Taxes under the applicable laws of your country (where you are established, have a permanent address or usually reside).
​
​
11. PAYMENTS GENERAL
​
11.1 Cash Only Payments:
If you choose to take Cash Only payments we reserve the right to withdraw this payment method if you do not pay us the fees due to us on time and as they fall due. You also authorise us to take our Fee for cash payments directly from funds received in your Online Merchant Account, where applicable.
 
11.2 Disputed Payments:
If you disagree with any payments we have received or charged you, you must give us notice within 30 days of the date of the relevant invoice, setting out in detail your reasons for the disagreement. If you do not do this, we reserve the right to treat the relevant payment as having been fully and irrevocably accepted.
​
11.3 Refunds:
You understand that we are not under any obligation to make refunds of any amounts paid, received or collected by us in respect of the Service or any ancillary or related services.
​​
11.5 Customer Admin Fee:
To keep the costs of using our service as low as possible, you authorise us to charge our Admin Fee to your customer.  The Admin Fee will be shown as a "Service Charge" on the Customer's bill and will be added to the total value of the order placed by your customer with you. This fee will be paid by the customer when placing each order with you.  You agree to add the Admin Fee to each order and for it to be shown as a Service Charge on your customers receipt. To collect this fee you authorise us to charge you the Admin Fee + V.A.T once it has been paid by the Customer. 
​
11.6 Agreement To Pay Us:
You agree to pay us our fees, and that we may duly collect our fees, through the Payment Processor as per the terms of this agreement and the fees due to us in respect of any payment made by a Customer through the services when placing an Order. You agree to make payment, or to enable us to take payment via the Payment Processor in respect of your Account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.
​
11.7 Chargebacks: If you contact your bank or credit card Company to decline, chargeback or otherwise reverse the charge of any payable fees to us, we may automatically terminate your Account. Subject to 12.2, if you have questions about a payment made to us, we encourage you to contact us before filing a Chargeback or dispute. We reserve our right to dispute any Chargeback.
 
11.8 Minimum Fee: From the month immediately following your Commencement Date, until the month of your next Renewal Date we may charge a minimum monthly fee.
 
11.9 Additional Services Fees: Where applicable (e.g if we undertake additional services such as providing marketing services) you authorise us to deduct our fees for any additional services by deducting those fees directly from your Payment Processor account.

12. PAYMENT PROCESSING
 
12.1 Payment Processing Terms Acceptance
Payment processing services for your Services enabled via Dept Of Digital are provided by Stripe and are subject to the Stripe Connected Account Agreement which includes the Stripe Terms of Service https://stripe.com/gb/legal (collectively, the “Stripe Terms”). By agreeing to this agreement or continuing to set up an account with Dept Of Digital, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Dept Of Digital enabling payment processing services through Stripe, you agree to provide Dept Of Digital accurate and complete information about you and your business, and you authorise Dept Of Digital to share it and transaction information related to your use of the payment processing services provided by Stripe.
 
12.2 Payment Processing Account Access and Management
As a condition of Dept Of Digital enabling payment processing services through Stripe, you authorise Dept Of Digital to obtain all necessary access and perform all necessary activity on your Stripe Connected Account to facilitate your provision of Services as outlined in this agreement, including collecting all fees charged by Dept Of Digital.
 
12.3 Providing correct information
You agree to provide accurate and complete information about you and your business, and authorise Dept Of Digital to share it and transaction information with Stripe for the purposes of facilitating the payment processing services provided by Stripe. We reserve the right to switch payment processing vendors or use alternate or backup vendors at our discretion.
 
12.4 Payment Processing Setup
When provisioning your Services we may ask you to set up one or more Stripe Accounts. From time to time, we may request you create a new Stripe Account, failure to do so may incur additional fees which we will inform you of, or may be listed on our Pricing Page.
 
12.5 Payment Processing Fees and Invoicing
Depending on the type of Stripe account you have we may invoice you directly for the Payment Processing. When we do this we will make it clear in our invoice what our Payment Processing fees are and you authorise us to deduct these fees from your Stripe Account.
 
12.6 You are always financially liable to Dept Of Digital for Fraud, Disputes (including chargebacks), Refunds, or any fines regardless of the reason or timing, that arise or become due by Dept Of Digital as a result of your use of our Services or Stripes payment processing services.
 
12.7 Payment Processing Fees. We may revise the Payment Processing Fees at any time. However, we will provide you with at least 30 days’ advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).

12.8 Card Auto Updater Fees: We may charge of a fee to cover our cost of providing Card Auto Updates for each registered credit card. This fee will between between 0.008p - 0.0125p per month per customer.

12.9 Defender Fees: All payments processed through our platform that are subject to a screening fee will be charged.

12.10 You are responsible for all actions taken on your Dept Of Digital Account through the dashboard, including the initiation of Refunds, changing prices, discounts, changing of depository bank information or any act that can alter the financial fees received or due by you.

12.11 Stripe Account Migration. Where you have a Stripe Standard Account connected to our services you hereby grant permission to Dept of Digital to work with Stripe to copy the payment profile data (including card data) from any relevant existing Stripe account to a new Stripe account that is connected to the Dept of Digital platform account for the benefit of improving the card processing services with Dept of Digital.

12.12 Stripe Account Data. To enable us to process payments you authorise us with full legal authority to hold, use and process all your relevant Stripe Data as required to allow us to process payments in relation to your Services, inline with our requirements.
 
​
13. YOUR AUTHORITY
​
13.1 Authority To Deal With Us:
We are authorised to take instructions with regards to your account from, and provide information about your account to, the person who signed the Vendor Agreement, any person who appears to us to be employed by that person or by the Vendor and any other person who we (acting reasonably) are satisfied has authority to act on your behalf. You will promptly provide us with any information or evidence we may request for the purpose of proving ownership of the Vendor or its business or Premises.
​
13.2 Vendor Ownership Disputes:
Sometimes, ownership of an Account or business is disputed between parties, such as a business and its employee, or a web designer and a client. We try not to get involved in these disputes. However, we reserve the right, at any time and in our sole discretion, and without notice to you, to determine rightful Account or business ownership and to transfer an Account to such owner. Our decision in that respect is final. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend an Account or site until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoice or business license, to help determine the rightful owner.
​
13.3 Changes to proprietorship:
If someone else gains the right to operate your business, or you cease to operate your business you must give us written notice as soon as possible. If we receive notice of a change to the proprietorship of your business, or other important details relating to your business (for example a change of name, or a change to the account to which payments to you are made) from someone other than you and who appears to us to be authorised by you, then we will make reasonable efforts to contact you. You acknowledge that if you don't respond, or if you don't give us the notice, we may terminate this Vendor Agreement without further notice to you.​
​
14. OUR RIGHTS
​
14.1 Important Things We Can Do:
We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law):
(a) we may change parts or all of the Services, or Product and their respective functionality;
(b) we may suspend or discontinue parts or all of the Services;
(c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services;
(d) we may terminate, suspend, restrict or disable access to your Account or parts of your account;
and
(e) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Services in that jurisdiction).
(f) we may charge you a fee to cover our costs for setting up your services if you do not Go Live with our services within 10 weeks of your Sign Up date if the reason we are unable to Go Live is due to you not completing one or more of your Onboarding Tasks or Go Live Tasks, or due to any other failure to meet your obligations as outlined in this Agreement. You agree that the minimum fee we may charge to recover our costs in this eventuality will be £750.​

14.2 Suspension Of Services: If we (acting reasonably) believe that you are in default of your obligations under the Vendor Agreement or otherwise are operating your business in a manner which is harmful to our business, goodwill or reputation then without limiting our other rights or remedies, we may at any time suspend provision of the Services under the Vendor Agreement (including by suspending your profile on any Order Channel and ceasing to conclude the sale of your goods via any Order Channel) or any other services that we provide to you without liability to you. If you operate more than one Premises, we are entitled to invoke this section in respect of only one Premises or all of them, at our reasonable discretion.
 
14.3 We Can Use Your Feedback For Free:
We welcome your feedback, ideas or suggestions (“Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.
 
14.4 Yearly Inflation: We may increase our fees by the RPI for that relevant year.
​
 
15. YOUR CONSENTS & COMPLIANCE WITH LAWS
​
15.1 Compliance with laws:
You warrant, represent and undertake to us that you, and any contractors you use in connection with the preparation or delivery of Orders will comply at all times with all applicable laws and regulations, in particular (but without limitation) in relation to health and safety, VAT, data protection, food standards, hygiene and information, and the sale of regulated products, and will provide reasonable evidence to us of compliance upon request.
 
15.2 Licences and consents: You warrant, represent and undertake to us that you have all required licences and consents that you might need to enter into this Vendor Agreement with us.
​
15.3 Modern Slavery: you warrant and represent that you comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015 and that you have not been previously convicted of any offence in relation to the Modern Slavery Act 2015.
​
​
16. AGREEMENT TO SHOW TERMS AND PRIVACY POLICIES TO YOUR END USERS OR CUSTOMERS
​
16.1 Privacy Policy Shown To Your Customers: Online systems need to present users with a Privacy Policy, for your convenience, you agree that we may display the Privacy Policy shown on our website at https://www.deptofdigital.com/userprivacy or another Privacy Policy as we may update from time to time, to your Customers when they are using the service. Within the Privacy Policy you agree that reference to “Venue”, or “Vendor” and similar will mean you.
​
In addition you agree to constantly review the Privacy Policy shown to end users on the Apple and Google App pages listed on both the Apple and Google store and that you will notify us of an error or commission in them.
​
16.2 Terms & Conditions Shown To Your Customers: Our services will also include in them a link for our Terms and Conditions for End Users (your Customers) at https://www.deptofdigital.com/enduserterms. You agree for these terms (or updated versions of these terms) to be shown to your Customers when they use the Service. Within the Terms and Conditions you agree that reference to “Venue”, or “Vendor” and similar will mean you.
​
 
17. DATA
 
17.1 Data Controller:
You are the data controller and we and or our Partners that we use to provide support are the data processor in relation to all Personal Data processed on your behalf under this Agreement, specifically you are the Data Controller in respect of all your End Users or Customers, whose data that is collected via these services (e.g your customers personal data). We will, to the extent that we are a data processor, process Personal Data in accordance with the terms of this Agreement and lawful instructions reasonably given by you to us from time to time. We will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from an initial request to process data on your behalf.
​
17.2 Security Of Processing: 
You agree that you have fully satisfied yourselves that we employ appropriate technical and organisational measures to protect Personal Data that we process on your behalf.
​
17.3 Your Instruction To Process Data:
You authorise us (and or our Third Party Partners that we use to provide Support Services) as your Data Processor to process on your behalf all Personal Data collected via the services under this agreement, such that our processing enables the fulfilment of our obligations to you under this Vendor Agreement or any subsequent request by you on us. You also authorise us to Process the personal data to enable us to analyse, support and enhance the services we provide and where applicable to develop new services that you may consume. You also authorise us and our Partners to process your Data including Personal Data so that we may provide support.
​
17.4 Data Protection Relating To Your Customers: You may share personal data with us in the performance of our obligations under the Vendor Agreement. The personal data processed under the Vendor Agreement are described in  Privacy Policy and you may process this data only for the purpose of fulfilling the Order. You warrant that you will act as a data controller and where applicable a data processor, comply at all times with applicable data protection legislation, and you will maintain appropriate measures to ensure that the rights of the people to whom the personal data relates are protected. You will also implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risks presented by your controlling and processing of the personal data, and you must not transfer any personal data outside of the EEA or appoint a third party to process the data without our prior written consent. If you process any personal data pursuant to the Vendor Agreement you will follow any instructions we give you in respect of that data, which may include activities like deletion or return of the data that assist and enable us to comply with our obligations under applicable data protection laws.
​
17.5 Personal Data Access: You will not process or access any personal data that is available to you via the Services for your own purposes, or for any purpose other than the purpose of fulfilling or generating Orders in relation to this Vendor Agreement. In particular you will not send marketing communications to Customers and/or process such data on hardware or software other than the Product.  You will immediately notify us on becoming aware of any actual or possible breach of this section.
​
17.6 Identity of Data Subjects (Customers):
Types of personal data processed: personal details including titles, first name, last name, email address, Order details, delivery address, phone number and online identifiers including IP address and Payment Tokens and Payment Information.
​
17.7 Duration of controlling or processing by you: 
Until the earliest of either the expiry of the Vendor Agreement, or the date upon which processing is no longer necessary for the performance of your obligations under this Agreement. Following expiry of this Vendor Agreement, you authorise us to remove and delete all personal data collected on your behalf via the services.
 
17.8 Nature of data processing:
Data is processed for the purpose of allowing you to receive and fulfil orders from your customers. Including secondary reasons that support the main reasons, such as analysing data to operate, enhance and/ or improve the service and to provide support.
​
 
18. TERM, TERMINATION and EFFECTS OF TERMINATION
 
18.1 Term:
This agreement comes into force on the date we accept your first request for Services (“Commencement Date”) and it shall continue for a period of 1 (one) complete calendar year. The last day of this period shall be the “Renewal Date” upon which this Agreement will automatically be renewed for a further 1 calendar year period, and will continue to be renewed every year thereafter on that last day of the period, unless terminated in accordance with the terms of this Agreement
 
18.2 Automatic Termination:
Following the start date of this agreement, we may require you to provide information or execute further documents or complete additional forms, either with us or with third parties for the purpose of onboarding you. You understand that if you cannot comply with our reasonable requirements within 30 days of the start of this agreement, and as a result we are unable to enable the Services for you, then this Vendor Agreement will automatically terminate on the last day of that period.
 
18.3 Termination on notice. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

1. the other party commits a breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so;

2. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

5. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

6. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

7. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

8. the other party (being an individual) is the subject of a bankruptcy petition or order;

9. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within [14] days;

10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 18.1(d) to clause 18.1(k) (inclusive);

11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;  

12. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health.

13. there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

18.4 Termination By The Merchant
The Merchant may provide notice of termination for its own convenience by providing at least 30 days notice before the end of the next Renewal Date, after which the contract will not be renewed at the next Renewal Date.  
 
18.5 Termination for convenience. 
Dept Of Digital may terminate this agreement for its own convenience by providing at least 7 days notice. 
 
18.6  Effect Of Termination:
At the end of the Term or upon Termination, we will cease to provide the Service. This will include removing or disabling your Account, removing all access to the Services and Product, your Website will be removed or a placeholder added to your Domain or Website stating the service is no longer in operation. All Order Channels we provide for you will cease to function. You will promptly stop using any of our intellectual property both online and offline (for example, you will remove from the Apple App Store and the Google App Store your App pages and the Apps we have published on your behalf, and where we have access, we shall be entitled to un publish and remove apps or software relating to your business. You will remove any links to any of the services we provide. You will lose access to all elements of the Product, System and Data. We will promptly cease to perform the Services and use reasonable efforts to procure that any affiliate performing similar functions on our behalf ceases to do so, and (if applicable) we will shut down any Order Channel in our control which relates to you. Cached versions of such Order Channels may continue to exist in the web browsers and web servers of search engines and customers following such termination. Apps we have published and that have been downloaded by customers may continue to be available by Customers after the date of termination and whilst we cannot force removal of these apps from users phones, we disable the app such that the Customer cannot place orders or use that app, and we may place a message on the app stating the account for the app is no longer being provided by you. We will not have any liability to you in connection with these matters to the extent that they lie outside of our control.
 
18.7 Survival of certain rights & obligations:
The rights and obligations of the parties under sections 4.1, 4.2, 4.3, 4.6, 4.15, 7, 8, 9, 10, 11, 12, 15, 16, 18, 19, 20, 21 and 22 will continue and survive beyond the termination or expiry of the Merchant Agreement to such extent and for so long as may be necessary to give effect to the rights and obligations embodied in it.
 
​
19. LIABILITY
​
19.1 Exclusion of our liability:
To the fullest extent permitted by law, you acknowledge and agree that in no event will we, our Directors, officers, employees and agents be liable to you whether in contract, tort (including negligence), breach of statutory duty or otherwise for: (a) any direct, indirect, punitive, consequential, or special damages; (b) any loss of goodwill, reputation, business, profits, data, actual or anticipated income or profits or loss of contract or loss of sales or any indirect or consequential losses;  (c) any damages, costs, direct, consequential, punitive, special or indirect losses which relate to faults, breakdowns, or any other interruption(s) to the ability of Customers to place Orders for any reason whatsoever; (c) any damages or costs of any action taken against you in relation to data breach and (d) any loss of goodwill, reputation, business, profits, data, actual or anticipated income or profits or loss of contract or loss of sales or any indirect or consequential losses; if. we remove, terminate, close or suspend your Account or Services with us. 
​
For the avoidance of doubt, in no instance will we our Directors, officers, employees and agents be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.
​
19.2 Limitation of our liability:
Subject always to section 19.1, our total liability to you in respect of any losses arising under or in connection with the Vendor Agreement howsoever caused is limited to the fees received by us from you in the calendar month preceding the month that gave rise to the claim, limited up to (but not more than) one hundred UK pounds in total.
​
19.3 Force Majeure:
We will not be liable to you as a result of any delay or failure to perform our obligations under the Vendor Agreement caused by any event or circumstance beyond our reasonable control.
 
A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
19.2.1. strikes, lock-outs or other industrial action;
19.2.2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
19.2.3. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
19.2.4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
19.2.5. impossibility of the use of public or private telecommunications networks;
and 19.2.6. the acts, decrees, legislation, regulations or restrictions of any government.
 
Our performance under these Terms is deemed to be suspended for the period that any Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring any Force Majeure Event to a close or to find a solution by which our obligations under these Website Terms may be performed despite the Force Majeure Event.
​
​
20. INDEMNITY
 
20. 1 Your Indemnity To Us
To the fullest extent permitted by law, you agree to indemnify and hold harmless Dept Of Digital and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, penalties, interest, awards and expenses of any kind (including without limitation all our legal' fees and costs and your legal fees and costs) arising out of or related to: (a) your breach of this Agreement; (b) your User Content, your use of our Services or your commerce; (c) any claims by, on behalf of or against a Customer or a third party in connection with this agreement or ; (d) your violation of any law or regulation or the rights or good name of any third party; (e) any claims against us from a third party arising as a result of our relationship with you as a Vendor partner (whether or not in the fulfilment of either party’s obligations under this Agreement); (g) any claim relating to a violation or claimed violation of the third party’s intellectual property rights, where the loss, damages or claim arises from us, using or permitting the use of, or being or having been the registered proprietor of a domain name, a brand name, trademark, logo or other intellectual property which the third party claims violate its own rights, or where it is claimed we have assisted or permitted you to use or to be a registered proprietor of such rights in violation of the third party’s rights; (h) any claims from tax authorities in any country in relation to Your Commerce operations, including without limitation your sales to individual customers (including distance sales) and other operations for which Dept Of Digital may be held jointly and severally liable. Your indemnification obligations under this Section shall apply to the fullest extent permitted by law. (i) any claim relating to a Data Breach (irrespective of how that breach occurred) brought against us either by you, your Customers or third parties.
​
​
21. WARRANTY
 
21.1 Disclaimers: To the fullest extent permitted by applicable law, Dept Of Digital makes no warranties, either express or implied, about the Services, the Products or the Support we provide or the Online Channels we offer, or any other service we provide you with. The Services are provided “as is” and “as available”. Dept Of Digital also disclaims any warranties of merchantability, fitness for a particular purpose and non - infringement. No advice or information, whether oral or written, obtained by you from Dept Of Digital, shall create any warranty. Dept Of Digital makes no warranty or representation that the Services will: (a) be timely, uninterrupted or error - free; (b) meet your requirements or expectations; or (c) be free from viruses or other harmful components.
​
For the avoidance of doubt, because Vendors use our service for a variety of reasons and that each Vendor may have their own processes and ways of doing businesses, we cannot provide any guarantee, warranty or assurance that using our service will meet your specific needs 
​
​
22. ADDITIONAL TERMS

22.1 Entire Agreement: This Vendor Agreement and all policies, terms, linked terms and procedures that are incorporated by reference, along with our Privacy Policy constitutes the entire agreement between you and Dept Of Digital regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also may be subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third party beneficiary rights.
​
22.2 Controlling Law:
This Agreement shall be governed by and construed in accordance with English law. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
 
22.3 Waiver, Severability and Assignment:
Our failure to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with sixty (60) days prior written notice.
 
22.4 Confidentiality: The terms of this Restaurant Agreement, and any information received pursuant to the Vendor Agreement by one party about the other which is not in the public domain is confidential and will not be disclosed during the term of the Vendor Agreement or at any time thereafter save as required by law
​
22.5 Modifications: We may modify this Agreement from time to time, and will always post the most current version on our site at www.deptofdigital.com/merchantserviceagreement. If a modification meaningfully reduces your rights, we’ll notify you (by, for example, sending you an email or displaying a prominent notice within the Services). The notice will designate a reasonable period after which the new terms will take effect. Modifications will never apply retroactively. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If you disagree with our changes, then you should stop using the Services and cancel all Services.
​
22.6 Further Actions:
You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.
​
Congratulations! You’ve reached the end.
​
Thanks for taking the time to read this document.