8. THE INFORMATION YOU SUPPLY US WITH
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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.
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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.
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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.
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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.
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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.
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9. USE OF OUR BRAND AND TRADEMARK

9.1 Trademark Use:
You may only use our brand name, trademarks, logos, or other intellectual property (“Brand Assets”) for the sole purpose of marketing the services we provide to you, and only in a manner consistent with our guidelines and instructions. Any other use is strictly prohibited unless expressly authorised by us in writing.
 

10. Fees, Quotes & fines
10.1 You agree to pay all applicable fees (“Fees”) for the Services in accordance with:

• The pricing shown in our Pricing Table, which is incorporated into this Agreement, and
   

• Any setup, configuration, or cancellation-related fees specified in this Agreement;

• Any custom pricing quoted in a formal Quote Email for the Initial Quoted Term.
   

After the Initial Quoted Term, standard Pricing Table rates may apply at our discretion. We may revise the Pricing Table at any time with at least 30 days’ written notice.

10.2 Service Commencement

By signing this Agreement, you authorise us to begin setup and service delivery immediately. This includes:

• Branding and configuration,

• System integrations,

• Marketing and software provisioning.
   

If you materially delay setup, fail to meet your onboarding obligations, or do not proceed in good faith, we may recover our costs (labour, lost opportunity, allocated resources) via a fixed recovery charge or actual costs incurred, whichever is higher (see clause 2.2).

10.3 Payment Collection

You authorise us to collect all Fees by:

• Deducting from your connected payment processor (e.g. Stripe),

• Charging your registered card or direct debit,

• Or invoicing you directly (payable within 7 calendar days).
   

You must maintain accurate and valid billing details at all times. We may pursue all legal means to recover unpaid amounts.

10.4 Chargebacks and Disputes

You are fully responsible for any Customer disputes, refunds, or chargebacks. If such events result in costs to us (e.g. Stripe fees), we may:

• Recover the original amount,

• Add applicable admin fees (per our Pricing Table).
   

Disputes must be raised within 30 days of the relevant invoice date, or the charges will be considered accepted.

10.5 Tax and Regulatory Charges

10.5.1 All Fees are exclusive of VAT and other applicable Taxes, unless explicitly stated otherwise.

10.5.2 You are solely responsible for all Taxes arising from the Services.

10.5.3 If we are required to collect/pay Taxes, they will be added to your invoice.

10.5.4 If exempt, you must provide valid documentation. We reserve the right to determine validity, and exemption applies only from the date we accept it.

10.5.5 If we are not legally required to collect Taxes, you must self-assess and pay them as required in your jurisdiction.

10.6 Payment Services

• Payment processing is provided by Stripe, subject to their Connected Account Terms: stripe.com/gb/legal.

• You authorise us to share business and transaction info with Stripe.

• We may change processors or require new accounts to ensure service continuity.

• Failure to comply may result in service restrictions or additional costs.
   

10.7 Enforcement & Recovery

If you fail to pay any amounts due:

• We may suspend or restrict access to the Services;

• Deduct from your bank accounts or cards on file;

• Recover reasonable costs of enforcement, including legal and collection fees.
   

These rights survive the termination of this Agreement.

10.8 Payment Collection and Fee Deduction

10.8.1 You authorise us to collect payments from Customers on your behalf for orders placed via the Services.

10.8.2 We may provision or assist in setting up a Stripe (or equivalent) account in your name. You authorise:

• The use of this account to receive Customer payments;

• Deduction of all Fees owed to us;

• Remittance of the net balance to you.
   

10.8.3 We act as your limited payment agent solely to:

• Accept and process Customer payments;

• Deduct our Fees;

• Remit balances to your nominated processor account.
   

10.8.4 We may recover outstanding Fees by:

• Deducting from your payment processor account;

• Charging any card, direct debit, or bank account provided;

• Issuing invoices or using legal or third-party recovery channels.
   

10.8.5 You must keep billing details up to date and ensure sufficient funds are available to cover fees.

10.8.6 Failed payments may result in service suspension until paid.

10.8.7 This clause remains enforceable after termination until all amounts are settled.

10.9 Admin Fees Charged to Customers

10.9.1 You authorise us to add Admin Fees (e.g. service charge, bag fee) to each Customer’s order during checkout.

10.9.2 These Admin Fees are collected from the Customer and retained by us. You agree we may deduct them from your payouts accordingly.

10.9.3 Fee types and amounts are published in the Pricing Table and may be changed at our discretion.

10.9.4 You agree to show these fees clearly on Customer receipts (e.g. listed as "Service Charge" or other label as advised).

10.10 Liability for Payment Reversals, Fines, and Losses

The Merchant acknowledges and agrees that they are solely responsible for all chargebacks, fraud, refunds, payment reversals, or fines imposed by Stripe, any card network, or any other payment processor in connection with Orders processed via the Services.

Dept Of Digital Ltd reserves the right to recover such amounts in full, including any related legal, administrative, or processing costs, by:

• Deducting from your Item Revenue or payment processor account,

• Debiting any registered bank account or card,

• Or invoicing you directly.
   

This liability is uncapped and will survive the termination of this Agreement.

10.11 Pre-Contract Review and Acknowledgement

Before entering into this Agreement, you confirm and warrant that:

• You have undertaken a full and independent assessment of our Services, system functionality, commercial features, branding, design, and user experience.

• You have reviewed all relevant documentation, materials, and support provided to you, including these Terms, our pricing, and our onboarding and marketing processes.

• You are materially satisfied that the Services we provide meet your business, operational, commercial, and marketing requirements.

• You have had the opportunity to raise any questions, request further clarification, or seek additional information prior to signing this Agreement.
   

You acknowledge that your decision to enter into this Agreement is based on your own evaluation of the suitability of the Services and not on any guarantee, promise, or representation beyond what is expressly stated in this Agreement.

Once signed, failure to identify desired features, expectations, or use cases does not constitute grounds for cancellation or refund, nor does it limit your financial obligations under this Agreement.

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13. YOUR AUTHORITY
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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.
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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.
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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.​
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14. OUR RIGHTS
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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 recover our setup and service delivery costs if you do not Go Live within the Go Live Deadline, where the delay is caused by your failure to complete onboarding or go-live tasks, or any other failure to meet your obligations under this Agreement. This fee will be charged in accordance with the terms set out in this Agreement.

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.
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15. YOUR CONSENTS & COMPLIANCE WITH LAWS
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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.
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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.

15.4 Compliance with Reporting Obligations
The Client acknowledges and agrees that the Company will report their personal and business data to HM Revenue & Customs (HMRC) or other relevant authorities as required by the Organisation for Economic Co-operation and Development (OECD) Model Reporting Rules for Digital Platforms or any analogous reporting requirements. This reporting will be undertaken where the Company, acting in good faith, determines such obligations apply, unless and until the Company receives explicit confirmation from the relevant authorities that such reporting is not required. The Company will ensure that all data is securely processed and disclosed solely to fulfil legal and regulatory compliance obligations or anticipated compliance needs.
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15.5 Consent to Data Use and Processing

You consent to our collection, storage, and processing of your business and personal data for the purpose of delivering, maintaining, optimising, securing, and improving the Services. This includes, but is not limited to, payment processing, customer support, fraud prevention, compliance monitoring, service improvements, and internal analytics. You confirm that you have obtained any required consents from individuals whose personal data you provide to us.

15.6 Marketing Consent and Use of Business Materials

Where we provide marketing or promotional services, you authorise us to use your brand assets, business name, logos, product images, promotional offers, and other marketing content you provide for the purpose of delivering those services. You confirm that you have the right to share such content and have obtained all necessary consents for its use. Where your customers’ personal data is shared with us, you confirm that you have obtained all required consents for lawful use and processing in line with applicable data protection laws.

16. END USER PRIVACY POLICY AND TERMS DISPLAY

You agree that we may display a Privacy Policy and End User Terms & Conditions (“Customer Terms”) to your Customers via any online ordering channel, mobile app, or website we create, operate, or manage on your behalf.

You acknowledge and agree that:

• You authorise us to present our Customer Terms to your Customers.

• You accept that references to "Vendor", "Venue", or similar in the Customer Terms mean your business.

• You may request a copy of the current Customer Terms at any time before or during your use of the Services.

• If you do not agree with the content of the Customer Terms, you must notify us in writing and immediately cease using the Services.
   

Continued use of the Services confirms your acceptance of these Customer Terms as presented.

17. DATA

17.1 Data Controller:
You are the data controller, and we (and any Support Partners we engage) are the data processor in relation to all Personal Data processed on your behalf under this Agreement. Specifically, you are the data controller for all End User or Customer data collected via the Services.

We will, to the extent that we act as a data processor, process such Personal Data solely in accordance with this Agreement and your lawful instructions. We shall not be liable for any claims by data subjects arising from our processing activities where such activities were carried out in accordance with your instructions.

You warrant and represent that you have obtained, and will maintain, all necessary rights, permissions, and valid legal bases (including consent where applicable) from your Customers to enable the lawful collection, sharing, and processing of their Personal Data by us for the purposes outlined in this Agreement.

You may use Personal Data obtained via the Services to fulfil Customer Orders and, where lawful and compliant with applicable data protection laws (including consent or soft opt-in rules), for marketing purposes via the Services only. You may not export, extract, copy, or transfer Personal Data outside the Product or Services (including to any external CRM or marketing platform) without our prior written consent.

Unauthorised processing or use of Personal Data shall constitute a material breach of this Agreement.
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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 including your Customers' Personal Data that we process on your behalf.

You acknowledge that, while we implement appropriate technical and organisational safeguards, you remain responsible for determining the level of security appropriate for the data you collect and control.
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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 Agreement or any subsequent request by you on us. You also authorise us to Process the Personal Data of Customers 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 your Personal Data and that of your agents, staff and partners so that we may provide support.
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17.4 Data Protection Relating To Your Customers: You may share Personal Data with us in the performance of our obligations under this Agreement. The Personal Data processed under this Agreement are described in our Privacy Policy ("https://www.orderdigital.co.uk/privacy")  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 this 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.

We reserve the right to request evidence of your compliance with applicable data protection obligations at any time. You agree to promptly cooperate with any such request.
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17.5 Personal Data Access:
You may only use Personal Data obtained through the Services to fulfil Customer Orders. You must not export, copy, extract, or transfer Customer Data outside of the Product or Services, including to your own CRM, unless we give prior written approval

You agree to use Personal Data including Customer Data available via the Services solely for fulfilling and generating Orders under this Agreement, which is your only legitimate purpose. You will not process, export, extract, copy, or otherwise remove customer personal data or Customer Data from the system, nor use it for personal purposes or marketing communications on hardware or software outside the Product.

You further agree to notify the Company immediately upon becoming aware of any actual or potential breach of this section. Any breach constitutes a material violation of this Agreement, entitling the Company to terminate services without notice and pursue legal remedies.

Additionally, you agree to fully indemnify and hold harmless the Company, its affiliates, directors, employees, and agents against all losses, claims, liabilities, costs, and expenses (including legal fees) arising from such breach, including third-party claims or regulatory penalties related to unauthorised data use or extraction.

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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 this Agreement, or the date upon which processing is no longer necessary for the performance of our obligations under this Agreement. 

Following expiry or termination of this Agreement, we may delete all Personal Data unless legal, regulatory or operational grounds require otherwise. You authorise us to perform this deletion.
 

17.8 Nature of data processing:
Data is processed for the primary purpose of enabling you to receive and fulfil Orders from your Customers.

Secondary purposes include providing customer support, conducting analytics, improving and maintaining the Services, and - where legally permitted - sending marketing communications to your Customers via the Services, provided you have obtained valid consent or can rely on a lawful basis such as the soft opt-in exemption under applicable data protection laws.

You must ensure that any marketing activities conducted via the Services comply fully with applicable data protection and electronic communications laws.

17.9 Data Use For Third Party or Other Platforms
You agree that all Personal Data including all the Personal Data of your Customers, shared by you, collected and stored via the Services, including but not limited to email addresses, obtained through the Services, shall be used exclusively for purposes permitted under this Agreement, such as fulfilling and generating Orders through the Product or Services only. You shall not use any Personal Data to promote, advertise, or direct Customers to any other software, platform, or service without the explicit prior consent of the Company and the affected customers.

Any unauthorised use of Personal Data for such purposes constitutes a material breach of this Agreement, entitling the Company to terminate services without notice and to pursue all available legal remedies. You further agrees to indemnify and hold harmless the Company against all losses, damages, claims, and expenses (including legal fees) arising from such unauthorised use.

The Company also reserves the right to report any suspected or actual breaches of this clause to relevant authorities where we believe such reporting is appropriate or advisable, regardless of whether it is legally required.

18. TERM, TERMINATION and EFFECTS OF TERMINATION

18.1 Term and Renewal
This Agreement begins on your Sign-Up Date (“Commencement Date”) and continues for an Initial Term of one (1) calendar month. After the Initial Term, it renews automatically on a rolling monthly basis unless either party gives at least 30 days’ written notice before the next renewal date.

The pricing in your Quote Email applies during the Initial Quote Term, which shall not exceed one (1) month from Commencement. After this period, we may, at our sole discretion:
(a) continue the quoted pricing; or
(b) update your pricing in line with our current Pricing Table.

Continued use of the Services confirms your acceptance of the pricing in effect at that time.

For clarity, there is no general termination fee. You may cancel at any time by providing at least 30 days’ written notice before the next renewal date. However, where onboarding is not completed, or if the Agreement ends within the first six (6) months of the Commencement Date, we may recover unreimbursed setup and onboarding costs in accordance with clauses 18.2 and 18.3.

 
18.2 Failure to Complete Onboarding
If onboarding is not completed by the Go Live Deadline — due to lack of required input, delay, or non-cooperation — we may treat this as abandonment of the service setup. In such event, we reserve the right to recover our incurred implementation and onboarding expenses through a Deferred Setup Fee, reflecting the work done to prepare your service.

This amount is not a penalty or termination fee, but a reasonable reimbursement for services performed and costs incurred in anticipation of launch. We may recover this amount by any lawful means, including direct debit or invoicing.

18.3 Deferred Setup Fee

Our setup and onboarding services are provided at no upfront cost, based on the understanding that you will complete onboarding in good faith and maintain an active service for a minimum of six (6) months from the Commencement Date.

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If this Agreement ends for any reason within the first six (6) months  whether by you, or by us due to your failure to cooperate, complete onboarding, or comply with the terms we reserve the right to charge the Deferred Setup Fee, as defined in this Agreement.

The Deferred Setup Fee reflects the genuine value of work already performed by us, including technical setup, system configuration, marketing preparation, creative input, and time allocated for onboarding. It is a reimbursement for the setup costs we absorbed in good faith at the start of our relationship.

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This charge is a reimbursement for non-refundable setup investment. It is not a penalty, cancellation fee, termination or compensation for lost revenue. The Setup Recovery Fee only applies if this Agreement ends within the first six (6) months from the Commencement Date; beyond that period, no such charge is applied.

18.4 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 18.4(4) to clause 18.5(11) (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).

18.5 Termination for convenience.
Dept Of Digital may terminate this agreement for its own convenience by providing at least 30 days notice.

18.6  Effect Of Termination:
At the end of the Term or upon Termination, we will cease providing the Service. This includes the following actions:

• Your Account will be removed or disabled.

• All access to the Services and Product will be revoked.

• Your Website will be removed, or we may add a placeholder message to your Domain or Website stating that the service is no longer in operation.

• All Order Channels we have provided to you will cease to function.

• You must promptly stop using any of our intellectual property, both online and offline. This includes (but is not limited to):

  • Removing your App and App Store listings from the Apple App Store and Google Play Store.

  • Removing links to any of the Services we provide on your platforms.

  • If we have published Apps or software on your behalf, and we retain access, we may unpublish or remove them.
     

If Apps we created have been previously downloaded by customers:

• While we cannot force removal from users’ devices, we will disable the app’s ordering functionality.

• We may add a message to the app stating that the account is no longer supported or active.
   

You will also lose access to all parts of the Product, System, and any associated Data.

We will:

• Immediately stop performing any Services; and

• Use reasonable efforts to ensure that any third-party affiliates acting on our behalf do the same.
   

Where applicable, we will shut down any Order Channels under our control that relate to your business. Please note:

• Cached versions of these channels (e.g. in Google or browser results) may continue to appear temporarily after termination.

• We are not liable for any residual presence or discoverability that is beyond our control.
   

Finally, any unpaid fees, chargebacks, or fines will remain due and enforceable after termination. Dept Of Digital Ltd reserves the right to pursue recovery through legal or collections processes.

18.7 Survival of certain rights & obligations:
The rights and obligations of the parties under sections 2.2, 2.3, 2.5, 4.1, 4.2, 4.3, 4.4, 5.6, 7, 8, 9, 10, 15, 16, 17, 18, 19, 20, 21, 22 will continue and survive beyond the termination or expiry of this Merchant Services Agreement to such extent and for so long as may be necessary to give effect to the rights and obligations embodied in it.

 
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19. LIABILITY
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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.
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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.
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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.
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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.
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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.
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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.
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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
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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.
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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
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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.
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22.6 Further Actions:
You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.
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