This document states the terms of service you agree to, when signing up to ORDRWare. Dated 08.11.2019.
Here we explain our terms of service. This contains important information about your legal rights. We have included a checkbox at the end of this form that we ask you to select, to confirm you agree to these terms. We’ll also assume you’re agreeing to these terms when you sign up and use ORDRWare. To help make them easier to understand, we’ve also included annotations in these light blue boxes. The annotations aren't part of the official terms and have no legal effect, but are intended to help you follow the text.” ORDRWare’s Terms of Service
These Terms of Service ("Terms") cover your use of and access to the ORDRWare platform, which includes access to use for the duration of this agreement the Mobile Ordering Apps we create for you, other products, applications, tools and features (collectively, the "Services") provided by ORDRWare (as defined below), including without limitation any customised software such as a mobile ordering app that we provide you which would be added to the Apple and Android app stores, any mobile websites or point of sale system that we may provide for you, access to the ORDRWare online Administration Website (also known as the “dashboard” or “builder”) which you will use to manage your account and configure your app and other services, as well as associated domains of www.ORDRWare.co.uk or www.roboworks.co.uk. Reference to your apps (“your apps”), shall mean the mobile app we provide you but can also mean the website we provide you, a point of sale device or any other “software based” application we provide you.
By signing up for the Services, you're agreeing to these Terms Of Service, our Copyright Policy, our Acceptable Use Policy (collectively, this “Agreement”).
If you are using the Services for an organization, you're agreeing to this Agreement on behalf of that organization, and you represent and warrant that you can do so. References to “you”, "your” and similar terms are construed accordingly in this Agreement.
If you don’t agree to all the terms in this Agreement, you may not sign up, use or access the Services.
You are agreeing to this Agreement with Roboworks Ltd ( company number: 10955579, address: 1st Floor 2 Woodberry Grove, Finchley, London, England, N12 0DR ). References to “ORDRWare”, “us”, “we” and “our” mean Roboworks Ltd.
Please read this Agreement carefully! It includes important information about your legal rights, and covers areas such as automatic subscription renewals, warranty disclaimers, limitations of liability, the resolution of disputes by arbitration and a class action waiver.
Please contact us if you have any questions or suggestions about this agreement.
1. Your Permission To Setup The App
"When creating your app we need to agree on your behalf to the terms and conditions of third party companies that provide services to enable to app to function. You agree to providing us with all agreements and information, necessary to bind you and your company to these agreements. You also authorise us in all legal and material respects to enter you and your company into these agreements, which are outlined below."
1.1. Signing Up. To use the Services, you must first create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. We may need to use this information to contact you.
1.2. Staying Safe. Please safeguard your Account and make sure others don't have access to your Account or password. You're solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password and for the passwords of any additional users you create. We’re not liable for any acts or omissions by you or by other users you add to the platform in connection with your Account. You must immediately notify us if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Account.
1.3. Sixteen And Older. The Services are not intended for and may not be used by children under the age of 16. By using the Services, you represent that you're at least 16. If you’re under the age of 18, depending on where you live, you may need to have your parent or guardian’s consent to this Agreement and they may need to enter into this Agreement on your behalf.
1.4. Providing us with legal authorisation to setup your Apple and Android Account.
1.4.1 You agree to provide us with full legal authority to sign up and bind your company on your behalf to Apple Inc's Developer Program and Google's Play Store program and the terms of our chosen payment processor. The terms and conditions for their agreements can be found on their respective websites https://developer.apple.com/terms/, https://play.google.com/about/developer-distribution-agreement.html, and https://stripe.com/gb/ssa.
1.5 Completing setup tasks. From the date you agree this agreement, you agree that you will complete your sign-up activities as follows.
Your setup tasks include
1.5.1 Onboarding Tasks - Completing all on-boarding tasks as requested and attending your on-boarding / training session
1.5.3 Connecting your account to our Payment Processor - when you sign up there is a link which allows you to connect your bank account to our payment processsor, Stripe. You must complete this activity, which requires a UK Bank Account and Sort Code. You also authorise us to complete this action on your behalf and you agree to us signing you up and agreeing to the terms and conditions of our payment processor.
1.5.4 You provide us with Full Legal Authority to bind you and your company and or complete on your behalf forms that will bind you and your company to Apples terms and conditions, that enable you to host your app on Apple Inc's app store.
1.5.5 You agree to pay all fees required via third parties including Apple Inc and Stripe. You accept that our fees do not include the fees of third party services.
1.5.6 Provide us your Menu and Logo - we will load into your app the first 50 items. If you have additional items we may charge you to load the additional items or you may add these yourself.
2. Your Content
When you upload content to ORDRWare, you still own it. You do, however, give us permission to use it in ways necessary to provide, improve, promote and protect our services. For example, when you upload a photo, you give us the right to save it and display it at your direction. We also may promote or feature your site, but you can opt out if you don’t want us to do that. To opt out you must do so in writing by sending an email to email@example.com.
2.1. Your User Content Stays Yours. Users of the Services (whether you or others) may provide us with content, including without limitation text, logos, menu items, images, details for your apple and android accounts and any other materials (“User Content"). Your User Content stays yours, except for the limited rights that enable us to provide, improve, promote and protect the Services as described in this Agreement.
2.2. Your License To Us. When you provide User Content via the Services, you grant ORDRWare (including our third party hosting providers acting on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with the Services), communicate, publish, publicly display, publicly perform and distribute User Content for the limited purposes of allowing us to provide, improve, promote and protect the Services. This Section does not affect any rights you may have under applicable data protection laws.
2.3. Featuring Your App. We may choose to feature apps you use the Services to create or publish (“Your Apps”) or names, trademarks, service marks or logos included on Your Apps. You grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version of Your Apps, or any portion of Your Apps, including without limitation names, trademarks, service marks or logos on Your Apps, for the limited purpose of ORDRWare marketing, social media marketing and promotional activities. For example, we may create Posts to market on our social media channels that you are using our app and show images of the app or on our website or other channels or news releases. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to Your Apps or names, trademarks, service marks or logos on Your Apps and any right of inspection or approval of any such use. This Section does not affect any rights you may have under applicable data protection laws.
3. Your Responsibilities
You’re responsible for the content you publish on ORDRWare, and you vouch to us that it’s all okay to use. We ask that you follow our rules and don’t do anything illegal with the services including to not to use the services to list, promote or sell anything that is illegal. Also keep in mind that what you upload may be publicly viewable.
3.1. Only Use Content You’re Allowed To Use. 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.
3.2. 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.
3.3. Share Responsibly. We’re not responsible for what you share via the Services.
3.4. Comply With Our Acceptable Use Policy. You must comply with our Acceptable Use Policy. You represent and warrant that all your User Content complies with our Acceptable Use Policy.
3.5. Your Apps And Your End Users Are Your Responsibility. Your Apps may have their own visitors, customers and users (“End Users”). You understand and agree that Your Apps and your End Users are your responsibility, and you’re solely responsible for compliance with any laws or regulations related to Your Apps and/or your End Users. We’re not liable for, won’t provide you with any legal advice regarding, Your Apps or your End Users. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement.
4. Third Party Services And Apps, User Content And ORDRWare Specialists
If you use or connect another service on or to ORDRWare, follow a link to another site or work with someone you find on ORDRWare (such as a payment provider ), what happens is between you and them. We’re not responsible for it or what either of you do. There’s also a lot of content on ORDRWare uploaded by our users (like you). We’re not responsible for that either.
4.1. Third Party Services. The Services are integrated with various third party services and applications (collectively, “Third Party Services”) that may make available to you their content and products. Examples of Third Party Services include our domain registrar, social media platforms, ORDRWare Specialists (as defined below), eCommerce Payment Processors (as defined below), Mobile App platform providers such as Google and Apple and stock images and email service subscriptions for sale via the Services and other integration partners and service providers. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don't control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. Your security when using Third Party Services is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result (except where prohibited by applicable law).
4.2. Third Party Apps/Sites. The Services may contain links to third party Sites or Apps. When you access third party Apps, you do so at your own risk. We don’t control and aren’t liable for those Apps/Sites and what those third parties do.
4.3. User Content. The Services or Apps created using the Services may contain User Content: (a) that is offensive or objectionable; (b) that contains errors; (c) that violates intellectual property, trade secret, privacy, publicity or other rights or the good name of you or third parties; (d) that is harmful to your or others’ computers or networks; (e) that is unlawful or illegal; or (f) the downloading, copying or use of which is subject to additional terms and policies of third parties or is protected by intellectual property, trade secret, privacy or other laws. By operating the Services, we don’t represent or imply that we endorse your or other users’ User Content, or that we believe such User Content to be accurate, useful, lawful or non-harmful. We’re not a publisher of, and we’re not liable for, any User Content uploaded, posted, published or otherwise made available via the Services by you or other users. You're responsible for taking precautions to protect yourself, and your computer or network, from User Content accessed via the Services.
5. Our Intellectual Property
ORDRWare is protected by various intellectual property laws. This section summarises what we own and how we share.
5.1. We own all the software including the entire ORDRWare platform, and all Mobile Apps we make, create and/or provide, including the apps we provide for you and we own it in all it's 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 ORDRWare Service. This Agreement doesn't grant you any right, title or interest in any of the ORDRWare 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 or others’ User Content.
5.2. 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.
5.3. We own any websites and domains that we register or create for you as part of the service. /
6. Our Rights
We need to maintain control with what happens to our services. This is so we can operate effectively and protect the security and integrity of ORDRWare
6.1. 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 and their 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, some or all of Your Apps; 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).
6.2. How We Handle 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 site ownership and to transfer an Account or site 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.
Here we explain how we use and process data and what you are responsible for
8.1. You Must Comply With Data Protection, Security And Privacy Laws.You agree and warrant that you are solely responsible when using Your Apps or the Services for complying with applicable data protection, security and privacy laws and regulations(including, where applicable, the EU General Data Protection Regulation and the EU e - Privacy Directive / Regulation), including any notice and consent requirements.This includes without limitation the collection and processing by you of any personal data, when you use Your Apps and the Services to send marketing and other electronic communications to individuals and when using cookies and similar technologies on Your Apps(including, in particular, those which we place for you at your request as part of the Services, such as to undertake analytics for you).
We comply with copyright law, and respond to complaints about copyright infringement in accordance with our Copyright Policy.
We respect the intellectual property of others and ask that you do too.We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported via the process described in our Copyright Policy, which is incorporated by reference into this Agreement.We reserve the right to delete or disable content alleged to be infringing, and to terminate Accounts of repeat infringers without any refunds.
This section explains how we handle payments for using our services.We’ll automatically bill you in regular intervals(such as monthly or annually) for services such as using the mobile app each month unless you cancel your subscription after which we will bill you until the end of your current subscription.You can do that anytime.For other services such as purchase of hardware, such as a printer we will charge you separately.
10.1. Fees. Fees will be charged and will remain in effect until cancelled or terminated in accordance with this Agreement. We’ll confirm in writing the fees you will pay. These fees will include a regular fixed fee or commission based payment for using our services such as the mobile app and these fees may also include one of payments for specific items that will further enhance your service, such as the purchase of printers. If you don't pay for Paid Services on time, we reserve the right to suspend or cancel your access to the Paid Services. Transaction fees and additional fees may also apply to certain portions of the Services, and we’ll tell you about those fees before charging you.
10.2. Setup Fees. You agree to paying the setup fee as stated in your order form or quote.
10.3. Monthly / Annual Subscription Fees. The monthly or annual subscription fee will be charged at the start of a month if you are on a monthly plan, or at the start of the yearly term if you are on a yearly plan.
10.4. Order Processing Fee. You agree for us to deduct an Order Processing Fee directly from the payment you receive via our payment processor. The order processing fee will be stated in your quote or order form. This fee will include the credit card processing fee for using our payment processor and all other processing fees we will apply.
10.5. Transaction Service Charges. You agree that we may charge end users a fee of 50p for delivery orders or 25p for all other orders. This fee will be applied on each sales transaction when an end user places an order via the platform using a Credit Card or if using Apple Pay or Google Pay. This value will be shown to the customer at the point of checkout.
10.6. 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’re satisfied its valid and applicable, only apply from and after the date we receive such documentation. If ORDRWare 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 ORDRWare 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).
10.8. Automatic Subscription Renewals.To ensure uninterrupted service, we'll automatically bill you for certain Paid Services from the date you submit your initial payment and on each renewal period afterwards until cancellation. Your renewal period will be equal in time to the renewal period of your current subscription. For example, if you're on a monthly subscription plan, each billable renewal period will be for one(1) month.We’ll automatically charge you the applicable amount using the payment method you have on file with us.We’ll let you know in advance if you’re purchasing a Paid Service that includes auto - renewal payments.
10.9. Refunds. You won't be issued a refund for any services or setup fee except in our sole discretion, or if legally required. Please note applicable statutory rights of cancellation may not result in a refund.
10.9.1. You won't be issued a refund on any service charges or transaction fees or commissions for any order placed with you by an end user that you subsequently refund, unless at our sole discretion.
10.10. Fee Changes.We may change our fees at any time. We’ll provide you with advance notice of these fee changes via the Services. New fees will not apply retroactively.If you don't agree with the fee changes, you have the right to reject the change by canceling the applicable Paid Service before your next payment date.
10.11. Chargebacks. If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. If you have questions about a payment made to us, we encourage you to contact Support before filing a Chargeback.We reserve our right to dispute any Chargeback.
10.13. Late Payment Fee. You agree to a late payment fee of 5% to be added each month, every month on all outstanding payments not settled by their due date. We will issue you a notice of the outstanding payment each month.
11. Your eCommerce On ORDRWare
We offer tools to help you conduct eCommerce activities on ORDRWare, such as enabling your customers to buy from you.How you conduct your eCommerce activities is your responsibility, and we’re not liable for it.Also, be sure to follow our eCommerce rules, or we may terminate your account.Finally, when connecting a third party payment provider to process payments for your eCommerce activities, remember that your relationship is with them, not us.
11.1. eCommerce Responsibilities.The Services include features that enable you to provide or sell products and services to, or otherwise collect payments from, your End Users(such activities, “Your eCommerce”).We’re not a party to, and we aren’t liable for, Your eCommerce.You are fully satisfied that our platform meets your eCommerce needs in all material respects.You're solely responsible for Your eCommerce and compliance with any laws or regulations related to it, including without limitation the following:
11.1.1. Taxes.You're solely responsible for: (a) all Taxes and fees associated with Your eCommerce, including without limitation any Taxes related to the purchase or sale of products or services in connection with Your eCommerce; (b) collecting, reporting and remitting required Taxes to relevant government authorities; (c) informing your End Users of required Taxes, and providing them with invoices as required by applicable law; (d) monitoring distance sales thresholds in the EU and other indirect Taxes (such as value-added tax or goods and services tax) and registration thresholds in the countries where you have customers or where you ship goods to or provide services to; and (e) registering for indirect Taxes in countries where you are required to register. You also agree that any tax estimates, reporting or related materials that we may provide via the Services are for illustration purposes only, and you may not rely on them to comply with your tax obligations. We do not give tax advice, and nothing we say should be interpreted as such.
11.1.2. Fulfillment And Delivery.You're solely responsible for fulfilling and delivering your products and services to your End Users.
11.1.3. Claims And Warranties.You're solely responsible for any claims or warranties you make in connection with Your eCommerce and any claims made by End Users against you, including but not limited to refunds.
11.1.4. Customer Service.You're solely responsible for handling any comments or complaints related to Your eCommerce, including without limitation any issues related to payments, promotions, refunds or chargebacks. You agree to provide accurate and complete contact information on Your Apps so that your End Users can submit comments or complaints to you.
11.1.6. Consumer, eCommerce And Other Laws.You are also responsible for complying with any consumer, eCommerce and related laws.
11.2. eCommerce 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.
11.3. eCommerce 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 Apps or Your eCommerce, without any liability to you or to any End Users, 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 eCommerce if you’re violating this Agreement.
11.4. eCommerce Payment Processors.To accept payments from your End Users in connection with Your eCommerce, you may integrate Your Apps with third party payment processors(“eCommerce Payment Processors”).Your relationship with such eCommerce Payment Processors is governed by those eCommerce Payment Processors’ terms and policies.We don’t control and aren’t liable for any eCommerce Payment Processors, or for any transaction you may enter into with or through any eCommerce Payment Processors.eCommerce Payment Processors are a Third Party Service, as defined in Section 4.1.While we will try to provide advance notice, you agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from the Services, any eCommerce Payment Processors, without any liability to you or to any End Users, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses(except where prohibited by applicable law).Your eCommerce Payment Processors may provide invoices for any transaction fees associated with Your eCommerce transactions.
This section explains what happens and your responsibilities if either you or we terminate this agreement.
12.1 Your account will cease to work. Your account will cease to work with immediate effect on the date this agreement is terminated. We will turn off all the services you are receiving. The effect of turning of your services means that the services we provide will not work (e.g your mobile app will not work, you will not be able to take orders and payments from your end customers) and you will lose access to the web based administration dashboard and any apps and or data you use as part of the service and any other parts of the service we have given you access to.
12.2 Your Data may be deleted. We may delete all your data from our systems, this includes all the data we store relating to your customers, loyalty points, including any loyalty points balances, levels and awards. You agree to fully accept responsibility for any liability or claim brought against you or us as a result of your end users (customers who use your app) losing access to their loyalty points or their app accounts as a result of your account being terminated.
12.3 Your mobile Apps must be unpublished from the Apple and Google App Stores. You will request and confirm to us that both your Android and Apple mobile apps are to be un - published from their respective app - stores and you authorise us to do the same. When the mobile app is no - longer available in both respective stores for Android and Apple this clause shall be deemed completed. You will ensure at all times that we have full access to your Android and Apple Mobile App Developer accounts. We reserve the right to continue charging you your full subscription amount or on an ongoing basis, until this section 12.3 has been completed and we are materially satisfied in all regards that this clause has been completed.
This section explains how we provide our domain services. Your domain registrations are also subject to agreements with third parties, including ICANN and our third party registrar partners.
13.1. Reseller Services.We work with third party registrars to provide you with domain services.When you register a domain name, or renew or transfer an existing domain name, via the Services, you are bound by the relevant registrar’s terms and conditions.Registrars are a Third Party Service, as defined in Section 4.1.Your breach of the Third Party Terms is a breach of this Agreement.
13.2. ICANN.Your use of our domain services is subject to the policies, including without limitation the dispute resolution policies, of the Internet Corporation for Assigned Names and Numbers(“ICANN”).Your rights and responsibilities as a domain name registrant under ICANN’s 2009 Registrar Accreditation Agreement are summarized here.You can learn more about domain name registration in general here.Country code top level domain names may not be subject to ICANN policies.
13.3. Transfers, Renewals And Refunds.You may not be able to transfer a domain name for the first sixty(60) days following registration.For renewals, we or our registrar will try to provide you notice thirty(30) days before, five(5) days before and three(3) days after your scheduled domain renewal date.However, you agree that renewing your domain is solely your responsibility.If you cancel a domain name purchase within the first five(5) days following your purchase, if the Tucows Terms permit, we may provide a full refund.However, we don't offer refunds for domain renewals or transfers.
14. Term And Termination
Either of us can end this agreement at any time.
This Agreement will remain in effect until terminated by either you or us.You may terminate this Agreement at any time via the Services.We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice.For example, we may suspend or terminate your use of part or all of the Services if you're violating these Terms or our Acceptable Use Policy. We will endeavor to provide you reasonable notice upon suspending or terminating part or all of the Services. All sections of this Agreement that by their nature should survive termination shall survive termination, including without limitation Your Content, Our Intellectual Property, Warranty Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution and Additional Terms.
15. Warranty Disclaimers.
We work hard to make ORDRWare great, but the services are provided as is, without warranties.
15.1. Disclaimers. To the fullest extent permitted by applicable law, ORDRWare makes no warranties, either express or implied, about the Services. The Services are provided “as is” and “as available”. ORDRWare 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 ORDRWare, shall create any warranty. ORDRWare 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.
15.2. Exceptions. Under certain circumstances, some jurisdictions don't permit the disclaimers in Section 15.1, so they may not apply to you. However, the disclaimers apply to the maximum extent permitted by applicable law. You may have other statutory rights and nothing in this Agreement affects your statutory rights or rights under mandatory laws. The duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by applicable law.
16. Limitation Of Liability
If something bad happens as a result of your using ORDRWare, our liability is capped.
Unless you are an EU Consumer, you acknowledge and agree that to the fullest extent permitted by applicable law, in no event will ORDRWare and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any damages related to your access to, use of or inability to access or use parts, some or all of your Account, Your Apps or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any damages related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation User Content and Your eCommerce data; (e) any User Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or(f) any Third Party Services or third party Apps accessed via the Services.If you are an EU Consumer, we shall, despite any other provision in this Agreement, provide the Services with reasonable care but will not be liable for any losses which were not a reasonably foreseeable consequence of our breach of this Agreement(except in relation to death or personal injury resulting from our negligence or fraud).These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not ORDRWare has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed its essential purpose.To the fullest extent permitted by applicable law(whether or not you are an EU Consumer), in no event shall the aggregate liability of ORDRWare for all claims arising out of or related to the Services and this Agreement exceed the greater of twenty dollars(£20) or the amounts paid by you to ORDRWare in the twelve(12) months immediately preceding the event that gave rise to such claim.If you are an EU Consumer, ORDRWare is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors or other vicarious agents.An “EU Consumer” means a natural person acting for purposes outside their trade, business, craft or profession(as opposed to a User for business or commercial purposes) habitually residing in the European Economic Area.
If you do something that gets us sued, you’ll cover us.
To the fullest extent permitted by law, you agree to indemnify and hold harmless ORDRWare and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind(including without limitation reasonable attorneys' fees and costs) arising out of or related to: (a) your breach of this Agreement; (b) your User Content, Your Apps and Your eCommerce; (c) any claims by, on behalf of or against your End Users; (d) your violation of any law or regulation or the rights or good name of any third party; and (e) any claims from tax authorities in any country in relation to Your eCommerce operations, including without limitation your sales to individual consumers (including distance sales) and other operations for which ORDRWare may be held jointly and severally liable. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement or, where you are an EU Consumer, to the extent that the consequences were not reasonably foreseeable.
18. Dispute Resolution
This Section 16 may not apply to you.If it does, before filing a claim against ORDRWare, you agree to try to work it out informally with us first.Also, all formal disputes must be resolved through arbitration following the rules described below, unless you opt out of arbitration following the procedure described below.Finally, claims can only be brought individually, and not as part of a class action.
18.1. Informal Resolution.Before filing a claim against ORDRWare, you agree to try to resolve the dispute by first emailing support@ORDRWare.com with a description of your claim.We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty (30) days of our receipt of your first email, you or ORDRWare may then bring a formal proceeding.
18.2. Time For Filing.Any claim not subject to arbitration must be commenced within one(1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim.
18.3. No Class Actions.You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action.Class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations aren't allowed.
19. Additional Terms
This section includes some additional important terms.For instance, this Agreement is the whole agreement between us regarding your use of ORDRWare.Depending on where you reside or have your place of business, this Agreement is governed by either US or Irish law.If we ever change it in a way that meaningfully reduces your rights, we’ll give you notice and an opportunity to cancel.Also, if you’re reading this in a language other than English, note that the English language version controls.
19.1. Entire Agreement.This Agreement constitutes the entire agreement between you and ORDRWare 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.
19.2. Controlling Law; Judicial Forum For Disputes.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.
19.3. 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 thirty(30) days prior written notice.
19.4. Modifications.We may modify this Agreement from time to time, and will always post the most current version on our site.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 Paid Services.
19.5. Events Beyond Our Control / Force Majure.We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control.This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock - out, end user actions, or any other reason beyond our reasonable control.
19.6. Translation.This Agreement was originally written in English.We may translate this Agreement into other languages.In the event of a conflict between a translated version and the English version, the English version will control except where prohibited by applicable law.