Orderra Ltd – Terms and Conditions

(EPOS and Online Ordering Systems – Merchant Agreement)

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Contract.

“Agreement Form”: the form (online or offline) by which you agree to order the System and/or Equipment from Orderra, which is subject to these Terms and Conditions.

“Bank Account”: your business bank account from which Rental Payments are collected by Orderra by Direct Debit or any other agreed collection method, as set out on the Agreement Form.

“Business Day”: a day (other than a Saturday, Sunday or public holiday) when banks in the United Kingdom are open for business.

“Business Premises”: your business premises at the address detailed on the Agreement Form.

“Client / You / Your”: the individual, partnership, company or other entity specified in the Agreement Form. Where an individual signs on behalf of a business, that individual confirms they are authorised to bind the business and, in such case, the business is the Client.

“Commencement Date”: the date on which your ordering website and/or System goes live and is ready to trade.

“Contract”: the contract between Orderra Ltd and you for the hire and/or purchase of the System and Equipment in accordance with the Agreement Form and these Terms and Conditions.

“Delivery”: the transfer of physical possession of the Equipment to you at the Business Premises.

“EPOS Software”: the Orderra (or licensed third-party) software that allows you to manage orders via the Website and/or over the telephone and print customer orders at the Business Premises.

“EPOS System”: the complete electronic point of sale system comprising the Equipment, the EPOS Software and the Website.

“Equipment”: the EPOS hardware supplied by Orderra (for example, terminals, monitors, printers, cash drawers, caller ID devices and any other equipment supplied from time to time) which is suitable for operating the EPOS System and/or Online Ordering System.

“GDPR”: the UK GDPR (the retained EU law version of the General Data Protection Regulation (EU) 2016/679), the Data Protection Act 2018 and any other applicable UK data protection legislation, together with Orderra’s Privacy Policy (as updated from time to time) available at www.orderra.co.uk.

“Intellectual Property Rights”: all intellectual property rights, whether registered or unregistered, including copyright, database rights, design rights, patents, utility models, trademarks, service marks, trade names, domain names, rights in software, know-how, trade secrets, confidential information and all rights of a similar nature anywhere in the world.

“Material”: any content you provide to Orderra for use with the System or on the Website, including menus, prices, images, text and business information.

“Online Ordering Software”: the software that enables customers to place orders via the Website (but not over the telephone) and for those orders to be printed at the Business Premises.

“Online Ordering System”: the Equipment, the Online Ordering Software and the Website together.

“Orderra” / “we” / “us” / “our”: Orderra Ltd, a company registered in England and Wales under company number 16588132, whose registered office is 71–75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.

“Personal Data”: has the meaning given in the GDPR.

“Rental Payments”: the weekly sum (inclusive of VAT, where applicable) payable for the EPOS System and/or Online Ordering System, as specified on the Agreement Form.

“Setup Fee”: the one-off fee payable to Orderra as specified on the Agreement Form.

“System”: as relevant, the EPOS System and/or the Online Ordering System ordered by you under the Agreement Form.

“Term”: the duration of this Contract as set out in clause 6.

“Website”: the branded ordering website created by or on behalf of Orderra for your business, the primary function of which is to enable customers to place online orders with you.

“Weekly Payment Date”: the agreed day of each week during the Term on which the Rental Payment falls due. In the absence of express agreement, this will be Monday.

1.2 In these Terms and Conditions:

References to “writing” or “written” include email.
References to a statute or statutory provision include any amendment or re-enactment.
Clause headings are for convenience only and do not affect interpretation.
Words in the singular include the plural and vice versa.
References to any gender include all genders.
References to a “person” include individuals and corporate or unincorporated bodies.

2. Company Structure and Roles

2.1 Orderra Ltd as your contracting party
Orderra Ltd is the company you are contracting with under this Contract and the entity you will deal with for all commercial, billing and support matters relating to the System. Orderra Ltd is a company registered in England and Wales under company number 16588132, with its registered office at 71–75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. Orderra holds the distribution and commercial rights to provide the RestaJet platform in the United Kingdom and is responsible for supplying the System and related services to you in accordance with this Contract.

2.2 RestaJet as platform developer
RestaJet is the owner, developer and maintainer of the underlying online ordering platform technology used in connection with the System. RestaJet does not contract with you or your customers for the sale of food or drink and is not a party to this Contract.

2.3 Merchant of record
You are, and shall remain at all times, the merchant of record in respect of all orders placed by your customers via the Website and/or EPOS System. You are solely responsible for:

the preparation, quality, fulfilment and delivery/collection of all food and drink supplied to your customers; and
compliance with all applicable laws, regulations, licensing and hygiene requirements relating to your business and operations.

2.4 Payment processing
Online card payments taken through the System are processed by Orderra’s appointed payment service provider Ryft Pay Ltd under its own terms and conditions. Nothing in this Contract creates any contract of sale between Orderra or RestaJet and your customers, and neither Orderra nor RestaJet assumes any responsibility for your obligations to your customers.

3. Basis of Contract

3.1 These Terms and Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which may otherwise be implied by trade, custom, practice or course of dealing.

3.2 The Agreement Form constitutes your offer to order the System and/or Equipment in accordance with these Terms and Conditions. You are responsible for ensuring that the information in the Agreement Form is complete and accurate.

3.3 The Agreement Form is only deemed accepted when it is signed by Orderra (by handwritten or electronic signature). At that point, the Contract comes into existence.

3.4 Subject to your compliance with this Contract, Orderra grants you a limited, non-exclusive, non-transferable licence for the Term to use:

the System; and
the Intellectual Property Rights in the System and Website,

solely in connection with your internal business operations.

3.5 This licence automatically terminates on expiry or termination of the Contract or earlier if you commit a material breach of this Contract.

3.6 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise or representation not set out in the Contract.

3.7 Any samples, drawings, descriptions or advertising produced by Orderra are for illustrative purposes only and do not form part of the Contract.

3.8 Any quotation given by Orderra is not an offer and is only valid for twenty (20) Business Days from its date of issue, unless withdrawn earlier.

4. Provision of the System

4.1 Orderra shall hire and/or supply the Equipment to you for use at the Business Premises, subject to these Terms and Conditions.

4.2 You may use the EPOS Software, Online Ordering Software and Website only in accordance with this Contract and solely for the operation of your business at the Business Premises.

4.3 Orderra will design, develop, deliver, host and maintain your Website so that, subject to:

your correct and lawful use of the System; and
a suitable, stable internet connection,

it is generally accessible through the Equipment and suitable devices.

4.4 You acknowledge that the System requires a reliable broadband connection with a minimum recommended download speed of 4 Mbps. Orderra is not responsible for any System issues caused by inadequate, intermittent or unreliable broadband or communications networks.

4.5 You are responsible for the security of the System and Equipment at the Business Premises and must:

limit access to authorised staff only;
ensure passwords and access credentials are kept secure and confidential;
ensure devices are locked or logged off when unattended; and
implement appropriate measures to protect Personal Data and comply with GDPR at all times.

4.6 You must promptly change all relevant passwords and revoke access when any staff member leaves your employment or no longer requires access to the System. Orderra is not responsible for any unauthorised access arising from your failure to secure access or use robust security controls.

4.7 You will provide Orderra with suitable Materials (menus, prices, images and other content) as soon as reasonably possible after the Commencement Date and keep them up to date. Orderra will update your Website with revised Materials from time to time, subject to prior agreement, not more than twice in any twelve (12) month period, unless otherwise agreed in writing.

5. SMS Marketing

5.1 The System may include an optional facility for sending SMS messages to your customers for marketing and service purposes. You are under no obligation to use this facility.

5.2 The cost per SMS is stated in the Agreement Form, is in addition to Rental Payments and may change from time to time. Any change will be notified to you before it becomes effective.

5.3 When using the SMS facility, you must not:

send unsolicited messages (mobile spam). SMS may only be sent to individuals who have given valid consent or another lawful basis under GDPR;
harvest or otherwise collect telephone numbers without consent;
mislead recipients as to your identity or the nature of the messages;
transmit unlawful, defamatory, obscene, racist, offensive, hateful, threatening or otherwise objectionable content;
infringe third-party Intellectual Property Rights;
transmit any viruses, malware or harmful code; or
use the facility in any way that is unlawful, fraudulent or likely to bring Orderra or its partners into disrepute.

5.4 By using the SMS facility, you acknowledge and agree that:

you are solely responsible for the content of your SMS messages and the actions of your staff;
SMS messages are not encrypted and may be vulnerable to interception. You should not include sensitive or highly confidential Personal Data in SMS messages;
Orderra’s provision of the SMS facility does not amount to approval of your content or confirmation that your recipients have consented;
Orderra may store SMS content and logs in accordance with GDPR and may be required to disclose them to law enforcement or regulatory authorities; and
serious or repeated breach of this clause 5 may be treated as a material, and potentially non-remediable, breach of Contract and may lead to immediate suspension of the SMS facility or termination of this Contract.

5.5 Orderra will use reasonable efforts to transmit your SMS messages to its chosen SMS gateway, provided that:

the System status shows as functional and no relevant error message is displayed; and
your Account is not in arrears and you maintain an Active Direct Debit Mandate.

5.6 Orderra cannot guarantee delivery or delivery timing of SMS messages, which depend on mobile network operators and third-party services. Messages that cannot be delivered within the operator’s validity period may be discarded by that operator without liability to Orderra.

6. Term

6.1 The Contract starts on the Commencement Date and continues for an initial period of four (4) months (Initial Period).

6.2 If the Contract is not validly terminated in accordance with clause 14 during the Initial Period, it will automatically continue on a rolling twelve (12) month basis.

7. Rental Payments, SMS Payments and Setup Fee

7.1 You must pay the Rental Payments to Orderra on the Weekly Payment Date for the Term. Payments must be made in GBP by Direct Debit from your Bank Account or by another method agreed in writing by Orderra.

7.2 You must set up and maintain an Active Direct Debit Mandate from your Bank Account or card, effective from the Commencement Date.

7.3 If you fail to maintain an Active Direct Debit Mandate and/or your Account is in arrears, Orderra may:

contact you by email, SMS and/or phone over a reasonable period to request a new mandate;
restrict or suspend services in accordance with clause 9; and
retain any consumer service fees and similar charges applied to your Account for orders processed during periods when the Active Direct Debit Mandate is inactive or cancelled.

7.4 Retained consumer service fees are in addition to any sums you owe and will not be offset against arrears. You remain responsible for paying all outstanding balances in full. Orderra may use third-party debt collectors to recover unpaid sums.

7.5 Any applicable taxes, duties or similar charges in connection with the Rental Payments are payable by you in accordance with law.

7.6 SMS messages may normally only be sent where your SMS sub-account has sufficient pre-paid credit. Orderra may, at its discretion, allow SMS messages to be sent when there is insufficient credit, in which case the cost of such messages shall become immediately payable by you.

7.7 All amounts payable under this Contract must be paid in full without set-off, deduction or withholding (other than as required by law).

7.8 If you fail to pay any Rental Payments, SMS payments or other sums by the due date, you will be liable for all reasonable costs incurred by Orderra in recovering those sums, including costs of recovering Equipment from the Business Premises.

7.9 The Setup Fee is payable on the Commencement Date. If you validly terminate the Contract under clause 14.1 (termination during the Initial Period) and meet all conditions in that clause, Orderra will refund the Setup Fee within twenty (20) Business Days after the end of the Initial Period. In all other cases, the Setup Fee is non-refundable.

8. Rental Collection, Payments, Refunds and Chargebacks

8.1 Rental charges are normally collected weekly in arrears by Direct Debit (or as otherwise agreed). Your bank statement will identify the Direct Debit collection in the name of Orderra or our Direct Debit provider.

8.2 You must maintain at least one valid debit or credit card on your Account at all times for back-up billing where necessary.

8.3 Consumer card payments for online orders placed through the System are processed by Orderra’s appointed payment service provider (currently Ryft Pay Ltd), which is responsible for collecting and disbursing such payments to you in accordance with its own merchant terms and settlement schedule.

8.4 The payment service provider manages card transaction processing, settlements, refunds, disputes and chargebacks. You must cooperate with them (and with Orderra) in dealing with any such matters, including promptly providing any information or documentation reasonably required.

8.5 You remain responsible for resolving complaints and refund requests from your customers relating to the quality, delivery or fulfilment of their orders, and for instructing the payment service provider where refunds must be made.

9. Account Restrictions, Suspension and Cancellation

9.1 Orderra may restrict or suspend services where:

there is no Active Direct Debit Mandate in place;
the Account is in arrears; or
the Account holder is not responding to reasonable communications.

9.2 An Account will be deemed inactive where no orders have been processed over a continuous period of eight (8) weeks, provided the Account has not been formally paused in accordance with any agreed pause procedure notified by Orderra.

9.3 Where an Account is in arrears, Orderra may place restrictions or suspensions on the Account during the first four (4) weeks of arrears and thereafter as reasonably required.

9.4 Accounts may be subject to restrictions where any of the following apply:

no Active Direct Debit Mandate is in place;
no valid debit or credit card is maintained on the Account;
the Account is in arrears;
there is no agreed payment plan in place to manage arrears; or
the Account is processing persistently low volumes of orders such that continued provision of services is not commercially viable, as reasonably determined by Orderra.

9.5 Examples of restrictions or suspensions that Orderra may apply include (without limitation):

displaying a “restricted” or similar notice within the EPOS System or merchant portal;
restricting the Account to receiving orders only, with no configuration or menu changes permitted;
disabling the ability to send SMS messages;
suspending the Account where it remains in arrears after the first four (4) weeks of arrears;
closing or disabling access to the Website and/or any associated apps until arrears have been paid in full; and
blocking access to the System and marking the Account as “suspended” or similar.

9.6 Any arrears owed by the Account holder, or arising from any agreed cancellation, may be referred to a debt recovery agency for collection.

10. Delivery and Initial Testing

10.1 Orderra shall deliver the Equipment to the Business Premises on a date agreed with you. Orderra will use reasonable endeavours to deliver on the agreed date but will not be liable for any minor delay.

10.2 You shall ensure that a duly authorised representative is present at Delivery. Acceptance of Delivery by such representative is conclusive evidence that you have examined the Equipment and found it to be in good condition and complete.

10.3 During the first fourteen (14) days from the Commencement Date:

you may test the System in the manner directed by Orderra to ensure that it functions and is fit for its intended purpose;
Orderra will provide reasonable technical support to remedy any genuine defects not caused by you, including by repairing or replacing Equipment where necessary; and
unless you notify Orderra in writing within the fourteen (14) day period of any material defect, you will be deemed to have accepted the System and Equipment as fit for purpose.

11. Title, Risk and Insurance

11.1 The Equipment is supplied on a hire basis unless expressly stated otherwise. The Equipment shall at all times remain the property of Orderra and you shall have no right, title or interest in or to the Equipment (except the right to use it in accordance with this Contract).

11.2 Risk of loss, theft, damage or destruction of the Equipment passes to you on Delivery and remains with you throughout the Term and until the Equipment is returned to Orderra (the Risk Period).

11.3 During the Risk Period, you must at your own expense:

insure the Equipment for not less than its full replacement value against all usual risks of loss, damage or destruction (including fire, theft and accidental damage);
maintain adequate public and product liability insurance for claims arising in connection with your use or possession of the Equipment; and
maintain any other insurances relating to the Equipment as required by law or reasonably requested by Orderra.

11.4 You shall on request provide evidence of such insurance cover and proof of premium payment. If you fail to maintain such insurance, Orderra may arrange equivalent cover and recover the cost from you as a debt.

11.5 You are responsible for returning the Equipment to Orderra at the end of the Term (or upon earlier termination) in good working order (fair wear and tear excepted). If Equipment is lost, stolen, irreparably damaged or not returned, Orderra may charge you a reasonable replacement or repair fee.

11.6 You retain all Intellectual Property Rights in any Materials you provide. You grant Orderra a non-exclusive licence to use such Materials for the Term (and for a reasonable period thereafter) to operate, support, display and promote your Website and System.

11.7 All Intellectual Property Rights in the System, Website, domain names and related database content (excluding your Materials) belong to Orderra or its licensors. You acquire no rights other than the licence granted in clause 3.4.

12. Your Responsibilities

12.1 You must at all times:

keep the Equipment in a suitable environment and use it only for its intended purpose;
ensure it is operated by suitably trained and competent staff;
follow all safety, security and usage instructions provided by Orderra;
maintain the Equipment in good working order (fair wear and tear excepted), including arranging any required PAT testing by a qualified electrician;
not alter, sell, underlet, lend or create any charge or security over the Equipment without Orderra’s prior written consent;
keep Orderra promptly informed of any material issues affecting the System or Equipment;
keep the Equipment at the Business Premises and not move it to another location without Orderra’s prior written consent;
permit Orderra and its representatives reasonable access to inspect, repair or recover the Equipment where necessary; and
ensure that the Equipment remains clearly identifiable as Orderra’s property where practicable.

12.2 You must not use the System:

in any way that breaches applicable law;
for fraudulent or harmful purposes;
to upload, send or host unlawful, defamatory, obscene, hateful or otherwise offensive content;
to infringe third-party Intellectual Property Rights; or
to transmit spam, malware or other harmful code.

12.3 You warrant that all Materials you supply:

are accurate and lawful;
do not infringe the rights of any third party; and
comply with all applicable laws and advertising standards.

12.4 You shall indemnify Orderra against all losses, claims, damages, costs and expenses arising from:

your misuse of the System or Equipment;
any infringement of third-party rights by your Materials; or
your breach of this Contract.

13. Repairs and Liability

13.1 If the System or Equipment fails to work (in whole or in part), you must notify Orderra within two (2) Business Days of becoming aware of the issue.

13.2 Orderra will use reasonable efforts to diagnose and rectify issues, including providing telephone or remote support. Where appropriate, Orderra may repair or replace Equipment or liaise with hosting, telecommunications or SMS providers.

13.3 Where broadband connectivity is supplied by a third-party provider chosen by you, you are responsible for resolving broadband issues before Orderra can address other System issues.

13.4 Nothing in this Contract limits or excludes Orderra’s liability for:

death or personal injury caused by its negligence;
fraud or fraudulent misrepresentation; or
any other liability that cannot be limited or excluded by law.

13.5 Subject to clause 13.4, Orderra shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

loss of profits, sales, business or revenue;
loss of anticipated savings;
loss of goodwill; or
any indirect or consequential loss.

13.6 These Terms and Conditions set out the full extent of Orderra’s obligations and liability in respect of the System and Equipment. All warranties, conditions and other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law, except as expressly set out in this Contract.

14. Termination

14.1 You may terminate the Contract during the Initial Period by:

giving at least thirty (30) days’ written notice to Orderra, such notice to expire on the last day of the Initial Period;
returning the Equipment to Orderra (or paying for Orderra to collect it) on or before the last day of the Initial Period; and
paying in full all sums due under the Contract up to the last day of the Initial Period.

14.2 After the Initial Period, you may terminate the Contract by:

giving at least thirty (30) days’ written notice to Orderra, such notice to expire on the last day of the then current twelve-month period;
returning the Equipment to Orderra (or paying for Orderra to collect it) on or before that date; and
paying in full all sums due up to that date.

14.3 If you fail to comply with the conditions for termination in clauses 14.1 or 14.2, any purported notice of termination will be ineffective and the Contract will continue.

14.4 Orderra may terminate the Contract immediately by written notice to you if:

you fail to pay any amount due under the Contract on the due date and do not remedy such failure within seven (7) days of written notice;
you commit a serious or persistent breach of this Contract (including misuse of the System, breach of the SMS rules in clause 5 or material breach of data protection obligations) and, where remediable, fail to remedy such breach within five (5) Business Days of written notice;
you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or
you become insolvent, enter into any arrangement with creditors or become subject to any analogous process in any jurisdiction.

14.5 On termination or expiry of the Contract for any reason:

your right to use the System and all associated Intellectual Property Rights immediately ceases;
Orderra may take steps to disable or remove access to the System, Website and any hosted services;
you must promptly return all Equipment to Orderra at the address specified by Orderra, or pay for Orderra to collect it; and
you must pay all outstanding Rental Payments, SMS charges and any other sums due under the Contract up to the date of termination, plus any reasonable costs of recovering Equipment and arrears.

14.6 Termination of the Contract does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

15. Data Protection

15.1 Each party shall comply with its obligations under GDPR and all applicable data protection and privacy laws.

15.2 Orderra will process Personal Data in accordance with its Privacy Policy (as updated from time to time) and the terms of this Contract.

15.3 To the extent that Orderra processes Personal Data on your behalf as a processor, Orderra will:

act only on your documented instructions;
implement appropriate technical and organisational measures to protect Personal Data; and
assist you in complying with your GDPR obligations where reasonably required and appropriate.

15.4 You warrant that you:

have a valid lawful basis for processing customer Personal Data (including for any marketing use of SMS or email) and have provided all necessary transparency information;
will collect and use Personal Data only in accordance with GDPR and all applicable laws; and
will not instruct Orderra to process Personal Data in a way that would breach GDPR.

16. Force Majeure

16.1 Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent that such failure or delay is caused by an event beyond its reasonable control, including but not limited to strikes, industrial disputes, failure of energy or transport networks, acts of God, war, terrorism, riot, civil commotion, natural disasters, epidemics, severe adverse weather, breakdown of plant or machinery or default of suppliers or subcontractors (Force Majeure Event).

17. Assignment and Subcontracting

17.1 Orderra may at any time assign, transfer, subcontract or otherwise deal with its rights and obligations under this Contract.

17.2 You may not assign, transfer, subcontract or otherwise deal with any of your rights or obligations under this Contract without Orderra’s prior written consent.

18. Notices

18.1 Any notice given under this Contract shall be in writing and delivered by hand, sent by pre-paid first-class post, recorded delivery, commercial courier or email to the address or email specified in the Agreement Form (or such other address or email as notified in writing).

18.2 A notice is deemed received:

if delivered by hand, at the time of delivery;
if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting;
if delivered by commercial courier, on the date and time stated on the delivery receipt; or
if sent by email, on the next Business Day after transmission.

18.3 This clause does not apply to the service of legal proceedings or documents in any legal action.

19. Severance

19.1 If any provision (or part provision) of this Contract is found by a court or competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall be deemed deleted, but the remaining provisions shall remain in full force and effect.

19.2 If any invalid, illegal or unenforceable provision would be valid, legal and enforceable if some part of it were deleted, the provision shall apply with the minimum modification necessary.

20. Waiver

20.1 A waiver of any right or remedy under this Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

20.2 No failure or delay by either party in exercising any right or remedy under this Contract or by law shall constitute a waiver of that or any other right or remedy.

21. Third Party Rights

21.1 A person who is not a party to this Contract has no right to enforce any of its terms.

22. Variation

22.1 Orderra may update these Terms and Conditions from time to time. Where any change materially affects the basis of our agreement or the products or services we provide, Orderra will give you at least thirty (30) days’ notice in writing before the change takes effect.

23. Governing Law and Jurisdiction

23.1 This Contract, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.

23.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.