Merchant Service Agreement

Last updated 14th May 2022

Welcome to the Dept Of Digital.

 

This Merchant Services Agreement ("Agreement”, “MSA") is a legal agreement between Dept Of Digital Ltd here a company incorporated in England and Wales with registered number 12556517 whose registered address is Westminster House, 10 Westminster Road, Macclesfield, Cheshire, SK10 1BX (the “Dept Of Digital”, “Supplier”, “Dept Of Digital”, “Order Digital” or “Us” or “We”) and the legal entity or person (“you”, “your”, “user”, "Vendor", "Venue", Merchant”) who registered and whose details have been submitted on the Dept Of Digital Account Sign Up page to receive services from Dept Of Digital.

 

Order Digital is a trading name of Dept Of Digital Ltd.

  

This Agreement describes the terms and conditions that apply to your use of the Services. To the extent applicable, the terms and conditions at https://www.orderdigital.co.uk/additionalmarketingterms also form part of this Agreement.

 

By agreeing to this agreement you are also agreeing to the Stripes Terms of Service which can be found here and are incorporated into this agreement. Stripe Connected Account Agreement

If you do not understand any of the terms of this Agreement, please contact us before using the Services.

 

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement including those linked to from this page.

Quoted Terms

The following quoted terms have the following meanings in the Vendor Agreement:

 

“Account” your account with us in respect of the services.

"Card Order" an Order placed via an Order Channel using a Credit Card and where the 

funds have been received into your Merchant Account

 

"Cash Order" an Order that is to be paid for in Cash.

 

"Chargeback" any penalty, payment reversal or similar charges or fees from any card scheme, merchant acquirer or card issuer in respect of Card Orders.

 

"Customer" a person who has used an Order Channel to place an Order with you.

 

“Fees” all the Fees we charge you, including Services Fees, Payment Processing Fees and any other Fees outlined in this agreement or your Quote Email.

"Go Live Date" the date at which your services have been enabled and live for Customers to place orders.

"Go Live" the transition of the status of your service from setup, development, build or onboarding, to a status of live, such that the services that is able to accept Orders from Customers resulting in Payment Processing Fees being generated.

 

"Gross Order Value" the total amount charged to the Customer for an Order (including amongst other things, the value of the goods plus and delivery charges levied by you) plus any applicable taxes.

"Initial Quote Term": This shall be a period of one (1) month or the amount or the length of your Trial or Discounted period as outlined in your Quote Email, capped to a maximum of twelve (12) months from the date you first agreed to these terms.

“Merchant Account” the online account that you set up that will handle the payment processing of Orders placed via the Services for the purposes of receiving the relevant Payment from Customers. The agreement for the Merchant Account will be between you and the Merchant Account owner.

 

“Payment Processor” the processing of payments from Customers in respect of Orders placed through the services. We do not handle payment processing, this is handled via a third party company and you agree to enter into a separate agreement with any such company that we use to enable the Services.

"Opening Hours" those hours of operation which you communicate to us in writing from time to time

 

“​​Payment Processing Fees” Fees charged in connection with processing transactions paid for by Debit or Credit cards.

 

"Order" an order for your goods placed by a Customer and communicated to you by us, and where relevant any comments directed to you by the Customer

 

"Order Channel(s)" any of the Mobile Applications, Websites or Links placed on third party websites such as Facebook, Instagram, TripsAdvisor etc, or other software, or any other means that we make available that allow Customers to place orders with you.

 

"Premises" an outlet controlled by you from which food, drink and other products are prepared and / or served or distributed to consumers

 

"Product" any hardware or software provided by us to you (or your staff or contractors) for the purpose of receiving or managing Orders (or other related purposes) in relation to this agreement.

 

“Quote” an email received from us with a Quote for the provision of our Services. All Quotes will be valid for a period of 14 days from the date they are issued by us.

 

"Representative" the person or persons submitting your information to sign up to these services.

"Screened Transactions" all Credit / Debit card transactions processed via these services.

“Service(s)” the combination of the Product(s) and Order Channel(s) and any other service we provide for you.

“Services Fees” fees charged for the use of the Services, Services Fees do not include Payment Processing Fees.

 

"Support Contact / Growth Manager" the contact details that we may provide you with so that you can request support from us.

 

"Support Partners" third party companies we use to assist us in providing our Support activities to you.

 

"Trademark" the words Dept Of Digital, our Logo, and other trademarks and logos used by us or any Dept Of Digital affiliates, separately and in combination, (whether registered or not), and references to “our Trademark” are references to the Trademark.

 

“User Content” the content you upload into our services that is then available to Customers, this content will include your Logo,  Menu, Discounts, Prices and all other information provided by you that is subsequently made available via the Services.

 

"Vendor Agreement" means the agreement concluded between you and us, which incorporates these terms and conditions as well as any Dept Of Digital forms submitted to us by you, and any other terms, rules, guidelines or documents about which we may give you notice that they form part of the Vendor Agreement or any other Dept Of Digital document that we link to or refer to from these terms or this document or this page.

 

"Vendor Charges" the Fees we may charge in relation to providing the services for you.

 

"Website" www.deptofdigital.com and its affiliated websites

These terms replace any previous quote, email or terms you have been sent by us.

1. THE SERVICES WE PROVIDE

1.1 Order Channels

We provide a way for Customers to place Orders for the purchase of goods from you via an Order Channel using our Product which may include branded to you Mobile Ordering Apps and Websites, and integrations / links / order buttons on third party websites (such as Facebook, Google, Instagram etc) that allow an order to be initiated via the Product.

1.2 Account Management & Order Fulfilment Software

We provide you with online access to an account via a Dashboard and App, that allows you to manage your Order Channels and receive and fulfill orders and manage your online account. You are responsible for this Account.

1.3 Marketing

We may carry out marketing activities using your brand for the purpose of generating you more orders. Our marketing activities may include; placing adverts via social media platforms, posting on your social media platforms to promote your brand, search engine optimisation, targeting keywords and adverts relating to your business, displaying your menu in search results, adding links to Order Channels or adding links to your brand on our other partner bands or affiliated websites. In addition we may also create and promote a website with a domain of our choosing (which may be similar to your business name) which allows consumers to view your products and links to the Order Channels we create for you, and place a link to any Order Channel on your own website or other online assets controlled by you or us (such as Google My Business pages). You give us your consent to use your name, logo and other intellectual property for the purpose of these marketing activities during the term of this Agreement, and you warrant to us that you have the ability to grant this consent to us.​ For a full list of the marketing activity we may do please read our Additional Marketing Terms & Conditions here https://www.deptofdigital.com/additionalmarketingterms.

1.4 Support

We provide at our discretion, support to assist you with both getting setup for your services and we provide ongoing support to assist you with use of your service. Support is provided at our sole discretion and may be withdrawn at any time.

1.5 Legal Contract With Your Customers 

The legal contract for the purchase of your goods through any Order Channels, Services or Products we provide to you, will in all cases be between you and the relevant Customer.

2. YOUR AGREEMENT TO SETUP SERVICES

 

2.1 Appointment

 

The Merchant hereby appoints Dept Of Digital to provide it the Services. As part of this appointment the Merchant agrees that Dept Of Digital shall be the exclusive provider of the Merchant’s online ordering channels which are a part of the Services we provide and the Merchant agrees to not appoint any other company to provide a Merchant branded Online Ordering Website or Online Ordering app that may be capable of taking orders online under the Merchant’s brand. ​

2.3 Onboarding Tasks & Go Live Tasks:

From the date you agree to this agreement we will begin work to set up your Services.

2.3.1 Go Live Tasks:

You agree that there is no issue or impediment in your ability to Go Live and that you will use your Best Endeavours to allow us to enable your services on the Go Live date we advise.

2.3.2 Onboarding Tasks:

You agree that you will complete your onboarding tasks as requested by us. These tasks will include, but are not limited to:

  • Creating an Apple Developer Account and inviting us to that account

  • Provide on our request the documentation we request to allow us to verify your identity and home address (e.g Driving Licence, Passport etc)

  • Creating an Account with a Payment Processor and authorising us to have access to your Payment Processor account so that the Service we provide may process payments on your behalf via the Payment Processor.

  • Providing your Menu and Logo and complete any forms we require so that we may set up your Service.

  • Unless you otherwise request it, you agree to use our Account for the deployment of the Android App on the Google play store. If you would like your own account you must request this in writing to us, additional fees will be due by you.

  • Purchase and/or source the hardware required to run this system, e.g an Android or iOS tablet + compatible printer, or just a tablet if not using a printer.

  • Responding to our queries  or requests within a reasonable time (48 hours).

  • To Go Live on the date we advise or no more than one calendar month thereafter.

2.4 Domain Registration:

As part of setting up your services, we will register a Domain Name as part of the Website we provide with the service, we will as closely as we can match this Domain name to your Trading Name. If you have a specific name you would like us to use, you must notify us before agreement to these terms, so that we may check if the name is available.

 

2.5 Access To Your Sites:

To allow us to provide our marketing services for you, we will need access to various business sites or social media pages. We will ask you to add us to your business related accounts for Google, Facebook, Instagram, TripsAdvisor, Twitter and other sites as applicable. If you do not authorise our access to your sites, we will not be able to market you and your ability to generate sales from the Services may be compromised.

 

3. AUTHORISATION TO ACT ON YOUR BEHALF 

 

3.1 Apple Developer Account: To assist you in creating and setting up an Apple Developer account, you provide us with full legal authority to act on your behalf and enroll your business into the Apple Developer programme, details of their terms and conditions are available on the Apple website at http://developer.apple.com

 

We may also create for you, on your behalf an Apple ID which will be associated with your Apple Developer account. Where we do this we will provide you with the log on credentials and you agree to keep these details secure at all times.

 

You may complete the Application without our help, where you prefer to do this yourself, please let us know.

 

An Apple Developer account is a mandatory requirement for a Mobile App from us.

 

3.2 Google Account: Your Google App will be deployed to our Google Account. In using your Google App, you will abide and follow Google’s Play Store terms and conditions in relation to developers.

4. YOUR DEPT OF DIGITAL ACCOUNT

4.1 Registration and Permitted Activities: 

Only businesses (including sole proprietors), bona fide charitable organisations, and other entities or persons located in the United Kingdom are eligible to apply for a Dept Of Digital Account to use the Services described in this Vendor Agreement.

 

Dept Of Digital and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements.

To register for a Dept Of Digital Account, you or the person or people submitting the application (your Representative) must provide us with your legal business name, trading name, physical address, email, phone number, business identification number, website address and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your Dept Of Digital Account administrator.

 

Until you have submitted, and we have reviewed and approved, all required information, your Dept Of Digital Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.

4.2. Business Representative

You and your Representative individually affirm to Dept Of Digital that your Representative is authorised to provide the information described in this section 1.2 on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of Dept Of Digital, neither you nor your Representative may register or attempt to register for a Dept Of Digital Account on behalf of a user Dept Of Digital previously terminated from use of the Services.

If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.

The following special requirements apply in relation to persons that are not at least 18 years old. If you are an individual or sole proprietor, and you are not at least 18 years old, but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not at least 18 years old, but the individual is 13 years old or older, your Representative must either obtain the consent of your board or of an authorised officer. Any such approving board, authorised officer, parent, or legal guardian is responsible to Dept Of Digital and is legally bound to this Agreement as if it had agreed to the terms of this Agreement itself. You may not use the Services if you are under 13 years of age.

 

4.3 Validation and Underwriting

At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity, and assess your financial condition and the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licences, or other information related to your business, its beneficial owners or principals. Your failure to provide this information or material may result in suspension or termination of your Dept Of Digital Account.

4.4 Changes to Your Business, Keeping your Dept of Digital Account Current: 

You agree to keep the information in your Dept Of Digital Account current. You must promptly update your Dept Of Digital Account with any changes affecting you, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your Dept Of Digital Account or terminate this Agreement if you fail to keep this information current.

You also agree to promptly notify us in writing immediately and in any event no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; there is a change in the regulatory status of your business or your business has been notified that it is the subject of an investigation or enforcement action by a regulator or law enforcement; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.

 

 

5. USE OF OUR SERVICES

 

5.1 Ownership of software & use: 

We own the product and all the software used to create the Service, including the entire Dept Of Digital platform, and all Mobile Apps we make, create and/or provide, including the apps we provide for you and we own it in all its forms including the source code, all exported files which are uploaded into your own accounts (e.g. Apple and Google's app stores), all source code and all knowledge and knowhow in the creation and setting up of the Dept Of Digital Service. You are authorised to use this software during the Term in accordance with any end-user licence which we give you notice of from time to time. This Agreement doesn't grant you any right, title or interest in any of the Dept Of Digital Software or the Apps we make for you. You agree not to change, translate, reverse engineer, copy, misuse, or otherwise create derivative works of the Services.

 

5.2 Ownership of URL and Domain Names:

We own all domain names we register for you, including all those we register in relation to our relationship with you.

5.3 Keep Our Product Confidential:

You will use your best endeavours to keep the functionality of the Product software confidential to you and your employees and contractors. You will under no circumstances share or show any part of the product we provide you, to any other company.

5.4 Product Changes:

We may upgrade or alter the Product, Services or Hardware at any time.

 

5.5 Product Instructions:  

You must follow and use the product in accordance with any instructions at all times. If we update our instructions and provide you with new instructions you must follow these instructions in relation to the Product and associated Software or Hardware.  

5.6 Use of Hardware:

In using the Services we may provide you with Hardware to allow you to use the Product. Any Hardware we provide to you will remain our property at all times. You will use your best endeavours to look after the Hardware we provide and you must return it to us in a good working condition at the end of this Vendor Agreement. If it is not returned, or if it is returned in a damaged condition as a result of misuse, negligence or by allowing alterations by someone other than ourselves or our representatives, you agree to pay us the cost of replacing the relevant hardware. If we cannot replace the Hardware for the exact same model as the one you did not return, or damaged, then you will pay the cost of replacing the Hardware on a like for like basis.

5.7 Product Access:

We may login remotely and access the Product, you Account or any part of the Product at any time, for any lawful reason, including the reasons of providing product maintenance, product support or product optimisation, as we see fit. Where we use third party businesses partners to provide support on our behalf, they may also login for the reasons of providing product maintenance, product support or product optimisation as we see fit.

5.8 Content:

You represent and warrant that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Content via the Services and in the manner required by this Agreement. If we use your User Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by others' intellectual property, trade secret or other rights. Please don't copy, upload, download or share content unless you have the right to do so.

5.9 Follow the Law:

You represent and warrant that your use of the Services is not contrary to law, including without limitation applicable export or import controls and regulations and sanctions.

5.10 Commerce Responsibilities:

The Services include features that enable you to provide or sell products and services to, or otherwise collect payments from, Customers (“Commerce”). We’re not a party to, and we aren’t liable for your Commerce activities. You are fully satisfied that our platform meets your Commerce needs in all material respects. You're solely responsible for your Commerce and compliance with any laws or regulations related to it.

5.11 Claims and Warranties:

You're solely responsible for any claims or warranties you make in connection with the use of our services and any claims made by Customers against you, including but not limited to refunds

5.12 Customer Service: You're solely responsible for handling any comments or complaints related to the use of the Services, including without limitation any issues related to payments, promotions, refunds or chargebacks. You agree to provide accurate and complete contact information so that Customers can submit comments or complaints to you.

5.13 Consumer, eCommerce And Other Laws:

You are responsible for complying with any consumer, eCommerce and related laws.

 

5.14 Restrictions:

You may not offer or sell any products or services which, in our sole discretion; (a) we consider hazardous, counterfeit, stolen, fraudulent, abusive or adverse to our interests or reputation; (b) are prohibited for sale, distribution or use; or (c) otherwise fail to comply with any applicable laws or regulations, including without limitation with respect to intellectual property, trade secrets, privacy or publicity rights, consumer protection, product safety or trade regulations or export controls, regulations or sanctions.

5.15 Service Suspensions:

While we’d prefer not to, we may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove your Account, Your Service or any of the Products we provide to you, including your Mobile Apps, or access to any Online Ordering channel we provide for you, without any liability to you or to any Customers, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses(except where prohibited by applicable law).For example, we may suspend Your Account if you’re violating this Agreement or for an other reason.

 

6. FULFILMENT OF ORDERS

6.1 Your Customers: 

You fully understand that users of the system are your Customers and you are fully responsible for them.

6.1 Your responsibility to Customers:

You fully understand that once a Customer places an Order via an Order Channel, or with the Product or Services, a contract for the supply of goods has been created between you and the Customer directly. As a result you are legally obliged to fulfil that order in accordance with the Order details requested by the Customer via the Order Channel. If you do not prepare and provide to a customer the Order, you acknowledge that you are in breach of your agreement with the Customer.

6.2 Acceptance of orders:

The product will allow you to indicate to the customer if you are not currently taking orders. You will ensure that the Product is set to accept all orders during your normal hours of service.  If you are unable to accept new orders you may either extend your waiting times, set the product to not accept new orders and or close your shop. If you find that you have received an order, but you are unable to fulfil that order within a reasonable time, it is your responsibility to inform the Customer and Refund the order as soon as possible. 

6.3 Order Preparation:

The goods related to an order will be supplied from the Premises to which the order relates and made under your control, with reasonable care and skill, and to the health and safety standards of the country in which the Vendor operates in and in accordance with the terms of this Vendor agreement. You accept that we are not responsible for how you prepare your orders in any way whatsoever.

6.4 Customer Collection Methods:

Unless you specify otherwise, we will setup the service to allow Customers to select Delivery or Collection when placing their Order. If a customer chooses Delivery, you are responsible for providing safe and timely delivery of the ordered goods to the Customer.

6.5 Customer Identification Checks:

When providing goods that form an Order to a Customer, you are responsible for checking that the Customer receiving the goods is the customer that placed the Order for the goods and that the payment method used belongs to that Customer. We are not responsible if you provide the wrong goods to any customer or if you provide goods to a Customer who has not correctly authorised or does not have authority to use the payment method used.

6.6 Orders With Age Restricted Goods:

If the Order contains alcohol, tobacco or other smoking products, or any other age-restricted goods, you must request proof of age from the Customer (in accordance with applicable laws) at the point of delivery or collection. You acknowledge that you are solely responsible for ensuring that the Customer is over the relevant legal age for the purchase of any age-restricted goods.

6.7 Complaints & compensation:

If a Customer complains to us about any aspect of an Order and we give you details of the complaint you will respond to the Customer in a timely manner and will act reasonably and cooperate with us to ensure a prompt resolution. Where we, acting reasonably, have incurred costs as a direct result of complaints about your goods or delivery services, Premises or services (including where you have rejected an Order), we may invoice you for those costs.

7. ACCOUNT MANAGEMENT AND SUPPORT 

7.1 Support General

You may request our support to help you manage your account. This support may cover guidance and help with how to use certain elements of the system or it may include requests to make changes to your menu or app or Order Channel. Support may be provided by ourselves or one of our third party Support Partners.  All support requests are provided on a discretionary basis.

7.2 Access To Your Account:

To assist you with ongoing setup and support activities, you agree and authorise us to add ourselves and/or one of our Support Partners to your account. These accounts ("Support Accounts") can be reviewed by you at any time and you may ask us to remove these accounts if you do not wish us or our partners to have access to them. Note if you do this, we will not be able to provide you with any support.

We do this so that we can support your onboarding process as well as to allow us to provide you with post go live support. 

When your Service is ready to go-live, you agree that you will review all users that have access to your account and that you will remove any user that you do not want to have access to your account.

7.3 Making Support Requests That Require Us To Make Changes To Your Account

All support requests (e.g a request to alter your menu) must be made via email, documenting the specific instruction to us or your nominated Support Contact.  

7.4 Checking And Verifying Any Changes Made By Us Or Our Support Partners

When making a Support Request you will be responsible for checking the changes are to your satisfaction. We nor our Support Partners can accept any liability for any errors or omissions or any action not to your satisfaction. The longer you allow to  complete these checks, the longer any errors will go unnoticed and the potential to create adverse effects for you (e.g items sold at the wrong prices). It is important you understand that such errors or omissions may result in potential loss to you, and we cannot be liable for any changes we make (though we will act with reasonable care, human error is still possible) as a result of a support request from you.

7.4 Non Urgent Support Requests

Unless a support request is flagged by you as urgent, we will carry out that support outside of business hours. This is to protect your account and ensure that you have time to check any changes before service begins.

7.5 Urgent Support Requests

If you have an urgent requirement for support you may contact us or your support contact by email flagging the email as urgent. We will attempt to deal with such requests on a priority basis, however you agree all such requests, as a result of their time sensitive and urgent nature may be treated as a Force Majeure level event and that you agree to be fully accountable and liable for any error, omissions or undesirable actions as a result of our performance under an Urgent Support request. As a result Urgent Support Requests should be reserved for the most serious situations.

7.7 Changes To Your Account

You are responsible for your account at all times. You agree that should you ask any user or if any user in your account makes changes to your account, that you are responsible for all resulting changes. You agree to regularly review access to your account and remove from your account any user you do not authorise to access.

7.8 Liability For Providing Support

Under no circumstances can we or our Support Partner accept any liability for any action, error or omission as a result of carrying out any level of support for you.  Though in every case we will work with reasonable care, we cannot offer any guarantee that our work in providing support to you will be to your satisfaction.

7.9 Best Endeavours To Spot Errors

You agree to ensure you and your staff will use best endeavours to check and review your account, your menu and prices are correct at all times.

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 and incorporated into this Agreement. The Fees include charges for Transactions (such as processing a payment, commission) 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.  

10.4

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.

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